


A World without Heroes

by Yidenia



Category: Spider-Man: Homecoming (2017), The Avengers (Marvel Movies), X-Men - All Media Types
Genre: Alternate Universe - Canon Divergence, Aunt May Is Awesome, Cat and Mouse, Gen, Intrigue, Ned Leeds is a Good Bro, Peter has better emotional support, Precious Peter Parker, Protective Avengers, Protective Tony Stark, Real Internship, Same superheroes without the spotlight, Secret Identity, Spider traits, Uncle Ben is still dead (Rule 1 of Marvel-verse), no costumes
Language: English
Status: In-Progress
Published: 2018-05-05
Updated: 2019-01-01
Packaged: 2019-05-02 09:13:52
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 26
Words: 128,588
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14541489
Author URL: https://archiveofourown.org/users/Yidenia/pseuds/Yidenia
Summary: When Peter Parker was fourteen, he got bitten by a lab spider and ended up with some permanent side-effects. Rather than hide it from his surrogate parents, he reveals this to them from the get-go.This changes a lot of things.





	1. Chapter 1

**Author's Note:**

> I just wondered…what would it be like if Spider-Man didn't have the Spider-Man costume? Like he had everything else except the costume. Which then led me to wonder: what if all the superheroes were dressed in practical clothing? And then the ideas just kept coming, like what if Peter told his aunt and uncle about his powers as soon as he found out about them himself? That would have been what I would have done.
> 
> Is this kosher? It's probably not. Oh well, this is not canon, it's fandom! *Hides*

_"Hurry up! I'm not sure how much longer I can hold out before their servers detect me. I can't even call this white-hat hacking."_

"You know," Peter grunted as he scurried up the ladder, "just because I'm fast doesn't mean this stuff is easy."

 _"You think watching this is easy?"_ his friend exclaimed in disbelief.  _"It's my IP on the line here!"_

"It's my literal butt on the line down here! You're welcome to switch places with me," Peter muttered as he adjusted the bluetooth earpiece so it would not fall off.

The fifteen-year-old abandoned the fire escapes and switched over to the brick walls themselves, letting the fine hairs on his hands adhere to the surface. He wished he had a pair of gloves, because the brick scraped at his skin; calluses he might have, but that stuff was still really rough.

 _"Okay, you're out of the frame,"_ said Ned.  _"I'm backing out."_

"Do it," Peter agreed. Ned was not completely confident in his hacking abilities yet; he had learned how to hack mainly to help with him being Peter's Guy in the Chair.  _That would be **my** power, _he had announced. He picked it up very quickly, at least on Hackthissite and when using other white hat resources, but it was different to be in the field.

Still, Ned would probably save the world more than Peter would, in the end.

_"Stay clear of the windows, man; OsCorp's computers are harder to hack than the street cameras."_

"I'm not an idiot, Ned! Jesus, you're making me nervous."

_"Okay. Okay. Where are you now?"_

"Still on the side. I'm going all the way to the top and working from there. Ugh, darn it, should have buttoned up my jacket." Said jacket—more of a hoodie, really, was flapping in the wind despite the duffel bag he was wearing. Not that it was actually hindering Peter, but the drag made him uneasy.

So was the blood from the cuts on his fingers, come to think of it. Realistically, Peter knew it would be a tall order for anyone to obtain an adequate specimen, particularly from the awkward location he was, now four stories above everyone and on a weird corner of the building. He did not like that he was leaving a blood sample of himself on OsCorp's property, though.

Nothing to be done about it now.

On the fifth floor, there was a heavy rodent odor, so Peter took extra care because he knew there would be cameras anywhere there were lab rats. By the time he reached the sixth floor, though, Peter was having second thoughts about going all the way to the top. Unlike Tony Stark's towers, Norman Osborn went for breadth rather than height, but there were still fifteen floors to his buildings and Peter's hands were getting kind of bloody.

He finally caved in at the seventh floor, summoning enough endurance to go to the top of the window and peer in while upside down. The thing about security cameras was they generally point downward, so Peter could avoid detection as long as he stayed high enough. It was not foolproof; it all depended on how far away the camera was, but he was willing to take any advantage he could get.

 _"How's it going?"_ Ned's voice crackled in his ear.

"I'm going in," Peter told him. "My hands are hurting like crazy. We need to make gloves."

_"Where are you?"_

"Seventh floor, I think." Peter squinted as he looked through the window. It looked like a storage room, with a bunch of boxes and a random old typewriter. No cameras as far as he could tell. There might be one pointing toward the door from the window, but he would have to get in to see.

The window was a bit sticky, but not locked. No one would think anyone was coming in at this height. It was not even close to the fire escapes Peter had been using earlier. A little of that extra spider-strength, and Peter was able to poke his head in.

He stayed on the ceiling for a good measure, just to be sure. When he saw and heard nothing, he allowed himself to drop; Peter could handle being upside down better than the average person, but he still preferred being right side up. Besides, it was easier to reach the doorknob from the floor.

He opened the door a crack. There was no one in this corridor; at around eight in the evening, most of the employees had gone home. The occasional straggler might still be around to finish growing cultures or run tests, but otherwise the whole building was empty.

There were still cameras though.

Peter set the duffel bag on the floor and pulled out the white labcoat he and Ned stole from their chemistry class for this precise reason. He put it over his hoodie, tucking the actual hood under the white collar. He then covered his nose and mouth with a mask, as if he had a cough. With these in place, he took a deep breath and prayed to the powers that be that the security folks watching the cameras were not particularly detail-oriented, because this was the best he and Ned could come up with.

_Showtime, Parker._

* * *

About 5 months ago, before his fifteenth birthday, Peter Parker went on a field trip to OsCorps and was bitten by a lab spider.

This, while unpleasant, was not itself a real cause for concern. The spider's venom was not particularly toxic to humans, and at first Peter was not even certain it was actually a bite. It was not until he got home and the area turned quite red and puffy that he realized it was not an innocent scratch after all. At this point, it was hours later, Peter felt otherwise fine, and he did not want to spend all night in the emergency room, so he went to bed.

What followed was about two weeks of the worst flu-like illness Peter ever wanted to endure. His aunt and uncle took him to the emergency room twice, but the hospital's lab tests detected nothing. Tamiflu did exactly nothing, and the second time around, Peter was actually admitted because the doctors were concerned about his white cell count, which had skyrocketed, making leukemia very very likely. They were going to do a bone marrow biopsy, but then his blood counts came down.

And his symptoms went away.

Peter was discharged with the diagnosis of "FUO", or Fever of Unknown Origin, which led to a lot of snickering between him and Ned (because really? FUO? UFO? Coincidence?) while his uncle and aunt were happy to try to forget this terrifying episode had ever happened.

And then, a couple of mornings later, Peter was running late for school, and in his hurry he broke the door. The doorknob came off with a chunk of wood.

And Peter had not meant to do it.

His first reaction was to loudly exclaim "Oh my God!" because his  _door_ was broken—there was a huge hole where the door knob would be, and what the actual F? Something about his alarm must have raised the hair on his skin, because the doorknob remained stuck to his palm even when he released his fingers.

"Don't worry," his uncle had murmured over and over again as he painstakingly teased the knob off Peter's skin for the next ten minutes. His aunt called the school to notify them that Peter had an accident, which was not stretching the truth all that much.

They had pieced together what had happened by the time Peter's hand was freed.

"I'm so sorry," Peter kept saying to Uncle Ben when the man surveyed his door; how much was it going to cost to fix? His aunt and uncle already had to spend all the medical bills on him and now this? What was his life?

"It's fine, son, it's just a door," his uncle replied, squeezing the back of his neck in reassurance. "Don't worry, alright? There's nothing to be afraid of."

Peter had wondered why his uncle was saying that, because all Peter could feel was bewildered by this strange turn of events. He was not  _scared_ , exactly, but he was very confused and very dismayed. The fear came later, when his aunt and uncle left for work, leaving Peter alone with his sudden burst of strength and the instruction to "take it easy until we're back" so he would not injure himself. Turned out, breaking things was not a great way to find out he had super strength; it just made him afraid to touch or do anything. It was not until the afternoon when he finally had some semblance of confidence in his coordination of his own body. He learned that anything could stick to him and he could stick to anything, including the walls and ceiling, and he was not sure how he felt about that.

"Are you feeling alright?" was the first thing his aunt and his uncle had asked (word for word, actually, with the appended "sweetie" from Aunt May and "son" from Uncle Ben) when they came home. Peter felt fine, other than being very very hungry. He tried to keep to his usual portions because he did not want to monopolize their dinner, but when the stomach pangs would not stop, he ended up eating three times as much as he usually did, even with the growth spurt. Aunt May had to cook another helping because the pains were so bad.

"It's going to be okay," Aunt May had said. "We'll figure this out. And look, you didn't break anything else all day." Which, Peter had thought, sounded absolutely insane.

He showed them his sticking abilities, and they ended up having an entire discussion with him upside down on the ceiling.

"There's this school for 'Gifted Youngsters'," his aunt suggested, "but I don't know if they take cases like Peter's, where his is most likely acquired."

"Do we really need to send him there though?" Uncle Ben argued. "I think he's figured it out. That's a boarding school and would take Peter away from us, and his friends."

"That's true," Aunt May agreed readily, before Peter even had a chance to process that if she had not, it would have felt like they were kicking him out of the home. "But what if this is actually making him sick?" She gave her husband a look that Peter could read loud and clear:  _"Remember how sick he had been?"_

"Would they have the resources to do anything about that?"

"I don't know. But maybe they have heard of cases like him before? This sort of thing probably doesn't make it to the news all that much, but the insiders would know."

Uncle Ben had been adamantly against associating with the Xavier School in any capacity. "May, they deal with  _troubled_ _teenagers._  They have kids who can't control their powers or who  _won't_ control when they use their powers. That's not a place for Peter."

"But just to ask? Surely that can't hurt."

"I don't like their headmaster. They say he can manipulate minds. I don't know if that's true, but I don't want him getting involved with you or Pete."

"Across the phone?"

"Who knows what that man can do? Besides, Peter seems to be feeling okay. I don't see a reason we should get others involved. Not unless he starts showing symptoms. Now if you do, young man," his uncle pointed upwards at Peter's face, "you need to tell your aunt or me. No excuses."

"Okay."

"I'm serious, Pete."

"I am too!"

"Good boy. How are you not dizzy while you're upside down for so long?"

"…I…don't know?"

"Come down here," his aunt ordered. "I'm declaring tonight a movie night, even if it's a weeknight."

The next week passed with no further incident, though Peter's abilities weighed on everyone's minds. Peter read up on jumping spiders, while his uncle's browser history contained a list of OsCorp and mutants. When Peter relayed that the tour of the facility had included a viewing of some radioactive spiders, his uncle and aunt spent a whole Saturday researching radioactivity even though the amount of radiation was not even the equivalent of the chest X-ray Peter had gotten while he was being worked up for his flu-like illness. WebMD, as somewhat expected, came up with a list of truly horrifying side-effects of radiation poisoning, enough to make them agree that Marie Curie had unleashed a scarier monster than Mary Shelley (while being nowhere as cool, because unfortunately radiation has yet to produce zombies).

A month passed with Peter feeling better than new. He found he could easily fend off bullies at school, and with his aunt and uncle's support, his powers actually started feeling like…well, powers.

"Don't get too carried away," Uncle Ben warned for some reason, when Peter picked up his new door with one arm and handed it over to his uncle like a plate.

"I'm not getting carried away—"

"I'm serious," the man scolded. "I know you're enjoying this and you have every reason to, but you need to be more careful about how you show your powers."

"I don't do this in public!" It was just the two of them in the home! Why was his uncle getting on his case all of the sudden?

"I know. I just wanted to warn you before you start." his uncle frowned. "You're not the only person out there with superhuman strength, Peter. As strong as you are, there may be someone who's stronger, and who's not on your side. If you show yourself, you'll make yourself a target and lose any advantage of surprise that you have."

"I'm not showing off," Peter sighed in frustration.  _Don't you know me by now?_ "I'm just trying to be helpful! Why would I pretend to struggle with carrying the door around you when you know I can just hand it to you? That doesn't make any sense!"

"I'm just saying," said Ben. "Just be careful."

"I am!"

He was. He made sure to suck at gym, even though he could probably beat everyone there; the itch to actually do so nagged at him and many times he almost gave in—but as much as he wanted to succeed in school, become the most popular boy in his class, become a  _hero_ —Uncle Ben's words held him in check, even if he did not quite understand it. Benjamin Parker was the smartest man Peter knew; he was not wise in the ways of science and technology, but he was somehow always right about things all the same, and there was a truth to his warnings, even though Peter did not comprehend it fully. Certainly not in the context of his high school, where everyone was a regular boring teenager, even the popular ones.

"I can totally be like Captain America," he complained to his uncle after a particularly vicious bout of teasing from Flash Freaking Thompson. "Why can't I just…like,  _do_ it?"

"You think you know enough about Captain Rogers to be like him?" his uncle demanded, eyes hard. "He's a soldier. You only see him when he's rated PG. What do you think being a soldier entails? Your aunt and I didn't raise you to be a weapon for someone else, government or otherwise."

"He's not a weapon, he's a hero!"

"You're not a hero, you're a child," Uncle Ben remarked. "And you're  _my_ child. Just because you have great power, does not mean you use it whenever you choose. The world's more complicated than that. The minute you reveal you have these powers, they are no longer yours. Peter, you're a good kid, and you see the good in others—that has always been one of your best qualities. But you have to understand that there's a lot that your super strength and your ability to stick to walls can't help with. You can help a lot of people, true, but you can't do it for the glory. That's the wrong reason. You still have so much growing to do. You're only fourteen years old."

"I'm almost fifteen."

"It's not your time," his uncle insisted. "Please, Peter. Just trust me. Be patient. Power has to be used responsibly, both for your sake and for others."

"I just hate being a coward," Peter sulked.

"You're not a coward," said Ben. "You're a kid. There's a time and place for things."

Peter thought this was a load of…well. Even though Uncle Ben was generally right, he could not be  _always_ right, and he figured that this might as well be the one time Uncle Ben was wrong about something.

Spider-strength, or spider-adherence, as it turned out, was not enough to solve all the problems out there, just as Uncle Ben said. Like when a robber threatened a cashier at a convenience store and pulled out a gun; Peter figured he had the ability to stop him. It was the first time his spider-sense kicked in, warning him to duck. Peter did so, not aware at the time of what the sense even was.

It was just as well, anyway. Peter was not faster than a bullet, but he could sure as hell dodge before it leaves the nozzle of the gun, and let it whiz past where he once was to shoot through the glass window and out into the street. Uncle Ben had been running toward the store upon seeing Peter engage the robber. Peter did not even see him fall, flat on the floor as he was. It was only after clocking the robber out that he realized a bunch of people were gathering outside.

While at the hospital, huddled in the bay with the white sheet covering his uncle's body and his tearful aunt in the corner, the nurses and techs and doctors left them alone for a moment to go see patients they could actually save. Peter recalled that his uncle had actually  _smiled_ when Peter reached him, and  his hand clutched Peter's tightly even as blood poured from the literal wound in his heart. As if Peter had not been the cause of his own death. Peter, the stupid kid who was not even Ben's own son, who had been forced into his care when Peter's own parents died. Peter, who had explicitly went against Ben's own orders. Peter, who had killed his uncle.

"It was my fault," he confessed to his Aunt. "Uncle Ben died because of me."

He had challenged the robber. If he had not, maybe the bullet would never have been fired. If he had not, maybe Ben would never have been shot. He waited for her judgment in the harsh lights of the ER. Aunt May had sacrificed so much for this kid who was not even hers, called off work when he was sick, gone to parent teacher conferences, bought supplies for his school projects, cradled him at night when he missed his mom and dad, and who was now widowed because her husband had taken the bullet meant for Peter. There was no way Peter could continue living under her roof after such a crime.

"No," May hissed with tears in her eyes. "Not a chance. Your uncle wouldn't have it any other way, and neither would I. He was killed by a robber. You had nothing to do with that. He would rather you be alive, any day."

 _But you have to be more careful,_ she whispered to him later.  _If tonight has protected you, his death was worth it._

Because being a hero was far more complicated than Peter thought, and he was just a kid.

What does it take to be a hero?

Peter had no idea.

* * *

Peter's spider-sense started to tingle faintly when he ascended up to the eighth floor.

"It's here somewhere," he told Ned.

Ned started cursing.  _"Dude, be careful!"_

"Oh my God! Stop doing that! I'm nervous enough as it is!" Peter inhaled deeply through his mask to settle his anxiety.

The eighth floor was filled with offices, many of which were the primary investigators. There was a sterile look to the place, just a white hall, faux marble floors, and baby-blue frames.

"This place is ugly, man," Peter muttered. Ned chuckled at this, though he still sounded uneasy. "You think Norman Osborn would have an office with the other PI's?"

_"I dunno?"_

"Weird," Peter frowned. He continued down the corridor, toward where his sense was getting stronger; usually Peter would do the opposite, but this was a special situation. "I don't think this is where Osborn would hang out." He should be in one of the shiny administrative offices, or something. Not up here, where everything looked, well, like a lab.

Suddenly, there were footsteps down the hall, and Peter's spider-sense blared in warning. He glanced around quickly for a place to hide; the security guards had not been too aggressive with the camera-watching, but there would be questions if an actual person encountered Peter in the hall. Luckily, there was a staff restroom, which was unlocked. Peter hurried in and closed the door between him and the hallway. He pressed his ear against the door for good measure, listening for when the coast was clear.

Norman Osborn's familiar voice echoed in the corridor.

 _"I'll deal with Stark at the gala,_ " he was saying.  _"Just make sure the shipments arrive on schedule, or else. You won't like what I'll do if you fail."_

 _That's not ominous at all,_ Peter thought.

What was Osborn doing at work so late anyway?

The man walked past the restroom. As he did, Peter's spider-sense crescendoed, much like it did every time he was with the man while over at the mansion, and that one time when Union Square had been attacked with a bunch of chemical bombs. Peter clenched his teeth to keep himself from doing something stupid, like jump to the ceiling or make any sort of noise. Osborn walked on past, and as he left, Peter's sense slowly died down. Eventually, Peter could no longer hear the man on his phone.

Deeming it safe to come out, Peter cautiously opened the door. The corridor was clear. He walked as quickly as he could while keeping quiet, going in the direction Osborn had come from. His spider sense was still tingling, though it had gone back down to that hum it had been before Osborn came around.

He came upon a set of double doors. Unfortunately, these were locked.

"Darn," he muttered.

_"What is it?"_

"Locked out. Some kind of ID reader opens these doors but I don't have an ID."

_"What are you going to do?"_

"I'm going to look for a vent." Peter looked up. He abruptly realized that this area had no cameras, but that did not help much; there were no vents in this part of the hall.

There was one in the restroom Peter was hiding in, though.

Yanking it out directly would make too much noise, so Peter used some precious time to unscrew each nail. His ability to stick to things helped a little more than his super strength, since like the window, the screws were kind of crusty. Eventually, the whole thing came out, and Peter jumped up.

It was a dusty vent. Good thing he had his mask. Figuring out where to go took a little orienting, but he went where his spider-sense complained more, and eventually came upon a second opening. This one was harder to unscrew, because the heads of the nails were pointed away from him.

He waited, trying to gauge if there was anyone down there. It was a laboratory, with work benches. The lights were on, but there was otherwise no movement.

Nothing for it, then.

**_Clang! Clang!_ **

_"Holy—what was that?!"_

"That's me!" Peter hissed as he hopped down. "Dude, quit freaking out; I'm already on edge here!"

_"Sorry, sorry. I'm just…really nervous. Whatever you do, don't die."_

"That's the idea," Peter looked around.

The lab was empty of people, but it was obviously filled with stuff. Test tubes, centrifuges, columns and flasks and beakers, all of which were empty and dry. Along the side of the room were shelves and shelves of these toy pumpkins.

Wait a minute.

"Hey," Peter hissed, "didn't they say the bombs looked like jack-o-lanterns?"

_"Yeah?_ _"_

"…Dude, we found them."

A mother load of them.

Ned swore.  _"Get out of there! Hurry up and take a photo and get the hell out of there!"_

Peter's spider-sense, which had been blaring as he came closer to this room, suddenly went on full blast. Reflexes had him diving—with his spider-jump—toward the side. He rolled on the floor and wound up on his feet, bracing with one arm. Behind him, where he was, Norman Osborn, CEO of OsCorp and biggest creep Peter's spider-sense had ever encountered so far, was wielding a giant dagger.

No, boomerang.

Boomerang dagger?

"I've been made!" Peter jumped up to the ceiling as Osborn came at him. He threw out a punch and a kick, both of which Osborn countered far too easily, before the man threw a punch of his own. Peter countered it, but  _ow_ , so Osborn was enhanced too, apparently. 

Peter had not anticipated that.

 _Get out! Get out of there!_  Their plan was never to  _confront_ Osborn! Ned was letting out a litany of curses in his ear while Peter had to basically succumb to his spider-sense to have any hope of withstanding Osborn's  _very agile_ onslaught. This was definitely not going the way he wanted.

Squeezing his fingers, Peter managed to get a glob of web right in the man's face. Not anticipating that, Osborn flailed as he tried to get the stuff off. Peter raced for the door—and found it locked. He looked around. The only way out is back through the vent.

Osborn was getting the web off—and part of his face in the process. 

 _Oh my God oh my God—_ faces bleed a lot and his actual  _face—_ the man was  _actually_ ripping his face off. In a panic, Peter aimed, fired another glob of web and then scurried up the vent as quickly as he could. The tight squeeze meant that he could only go so fast, but hopefully his web bought him more time.

He did not pay much attention to where he was going, focusing only on moving forward, as his spider-sense continued to blare. This was what he got for ignoring it; they should have come up with another way. Aunt May would totally have his head, if Osborn did not get it first.

There was a hiss behind him, and Peter's senses had him launching forward desperately— _the chemicals at Union square!_ He was not going to make it out of here before the gas reached him. If only he could slow it down! How does one slow down air?

Wait.

Peter was almost certain that spider-silk was gas-permeable, but layering would hopefully counter that. He sprayed the webbing in a haphazard fashion, and the end result was really some gloop and less of, well, a web. Whatever worked, though. With that, he continued going, hoping that he was not going to fall unconscious or something. What did the news say about the neurotoxin's effects?  _Headache, dizziness, slurred speech, nausea…_

There was another opening down one of the intersections of the vent tunnels. It was vertical, and the slits showed that whatever was on the other side was brighter than the tunnels themselves. Peter crawled over as fast as he could and peered through.

He saw New York. Or the buildings, at least. Some of the aircraft warning lights were blinking.

He kicked it open, and launched himself outside.

* * *

_"Your aunt's calling,"_ Ned reported as Peter swung his way home.

"Tell her I'm in the bathroom or something." Aunt May was going to kill him eventually; she had a way of knowing what he had really been up to, but Peter wanted to be safe at Ned's place before she had any inkling of what he was doing.

_"Okay."_

So, not an ideal outcome for this evening. He did not get any pictures, and he got in a fight with the culprit in question. He also lost a duffel bag, and while that was not the end of the world; it was a cheap duffel bag that he got for free at a Grand Opening for a store in Jackson Heights, he was not sure how badly he should be panicking about the fact that OsCorps has something of his.

_This sucks._

_"We need one of those cameras that you can attach to your shirt, or something."_

"Guess that's going to be the next project.  _You_ need to get better at hacking."

 _"I'm working on it, man!"_ Ned sounded put out; he had been really scared. Peter was certain that his aunt smelled something fishy mainly because of Ned's terrible lying half the time.  _"Dude, that was way too close."_

"You're telling me," Peter grumbled.

He had the thought to go directly home, but then remembered that his phone was at Ned's place. Fortunately, Ned was not too far away.

Ned handed Peter his phone with the air of someone bidding a soldier farewell. He knew as well as Peter did that the bathroom excuse would not convince the likes of May Parker. This was proven true later, when Peter was sitting on the couch with his shirt off, and the woman glared at him over the first-aid kit.

"There are  _people_ whose  _job_ is to investigate—" she snapped.

"They're not even—"

"—and  _you_ still have school—"

"—aware that it could even be him—"

" _Don't_ talk over me, Peter Benjamin Parker!"

That shut him up. His full name. Not good.

"Did he see your face?"

"No! I was wearing a mask!"

"So he saw the top half of your face," May scowled. "and he also saw your build. Do you have any idea how dangerous this is?"

"But I'm over there all the time—"

"That's  _exactly_ why this is so dangerous!" she exploded. "He sees you at his house with Harry all the time! You really think he won't put two and two together? Even if it's just your hairstyle!"

Peter felt a lump form in his throat. "Lots of people have my hairstyle."

"This is why you run things by me," his aunt continued. "You don't  _think_ about these things. You think adults are all as stupid as you are—the Union Square bomber is a maniac. That means they don't react to things the way you or I do. When they feel something is not right, they don't sit back and observe; they act. Because they can't afford to miss being right. If he thinks there's a resemblance, his first thought isn't to wait and confirm; he'd just kill you. Why wouldn't he? He killed all those people at Union Square just fine. He'd prefer to kill an innocent than let the guilty go."

_Snap. She's right._

"So now you've earned yourself an early haircut," his aunt went on, "and hopefully he doesn't put two and two together that you got a haircut right after this incident. How much longer are you working on this project with Harry Osborn?"

"It's due next Tuesday."  _Maybe I can get Harry over to my place instead._ For the past two weeks, Peter had gone over to Harry's, because their place was bigger. Harry had come over once and had kind of turned up his nose at the apartment. If they had not been paired for this project, Peter would never have hung out with the guy; he was such a spoiled brat. "I'll be working with him over the weekend, but it's almost done. His dad's not even home most of the time."  _Maybe I can just leave early, or something._ Osborn senior had always creeped Peter out, so he had been trying to do that anyway. The only problem had been that Norman Osborn was very…unpredictable.

_Man, this sucks._

"There were shelves of that stuff," he told his aunt as she snipped around his hairline fifteen minutes later. "I didn't have time to get photos. I don't even know  _why_ he suddenly doubled back."

"You don't know his powers," Aunt May replied. "He may have more than just super strength, just like you have more than super strength."

"I guess. But what are we going to do now? For all we know, he might unleash his bombs in Times Square this weekend. Or at any time. There were  _hundreds_ of that stuff, Aunt May!" No one was going to listen to a fifteen-year-old  _kid_ when it came to going up against the freaking CEO of OsCorp.

May inhaled a long-suffering sigh. "He's not going to unleash those bombs  _tonight._ New York might never sleep, but he'll aim for the higher numbers if he can. We'll sleep on it and figure it out tomorrow. Just…act normal, alright?"

Peter sighed too. He had no idea how he was supposed to  _sleep_ after what he saw.


	2. Chapter 2

_Double integrals_ was the agenda for AP Calculus BC. Peter yawned as the teacher went over the material again for the slower students in the class. As he had expected, he did not sleep particularly well last night. Waking up that morning was wretched, and if his aunt's raccoon getup was anything to go by, she did not have a restful night either.

 _Just be normal, say hi to Harry like you usually would,_ she had instructed.

 _I don't say hi to him,_ Peter protested.

_Then don't say hi to him. Just go about your day, go to your classes, learn, and come straight home._

Go about his day knowing that there were hundreds of chemical bombs waiting to launch on innocents. If he had not been so tired, he would be freaking out all day.

"Was your aunt angry?" Ned asked when the teacher had to step out for a moment to talk to another.

"What do  _you_ think?"

"She gave you a haircut."

"Yeah." Peter wiped his hand over the shortened locks.

"…That's a weird reaction if she's angry."

"She didn't cut my hair because she was angry, but cutting my hair doesn't mean she's not angry."

Ned took a few seconds to process that. "What?"

"I'm alive," Peter pointed out.

In the beginning of AP English Literature, Ned and Peter huddled over their xeroxed copies of Young Goodman Brown and The Lottery.

"I think Nathaniel Hawthorne has severe daddy issues," Ned grumbled.

"Or great-great-great-great-grandfather issues. Did you read them?"

"Skimmed it during breakfast this morning."

"I totally didn't do it," Peter admitted. This and Spanish were two things he could never breeze through; there was no way he could simply reason out what was going on in the heads of these dead authors.

Luckily, he must have looked tired enough that the teacher took pity on him or something, because he was never called on when they discussed Hawthorne's work. As everyone discussed the psychology and metaphor and meaning behind what was really a relatively uninteresting story in Peter's opinion, his mind kept going back to those shelves of innocent-looking pumpkins.

Pumpkins? Really?

The Lottery discussion turned into a rowdy debate, enough that Peter stopped being able to think about Norman Osborn and simply watched his classmates clash with some disbelief.

"Peter, any thoughts?" the teacher asked, noting his wide-eyed look.

"Um," Peter scrambled, "Shirley Jackson has…um, severe mental issues."

The whole room exploded with laughter. Even the teacher cracked.

"Dude, that was brilliant," Ned said to him when the bell rang.

"I had no idea what I'm talking about!" Peter whispered.

"That's what makes it even better. I think all authors are kind of crazy, man."

"Dude," Peter agreed.

AP Chemistry reminded Peter of his web ingredients, which in turn reminded him of the two projects he and Ned needed to work on.

"Gloves that don't rip and a camera to attach to my shirt. Maybe we can take apart a phone to see how they make it so small?"

"Where can we get a phone? My parents always return our old ones to get the reimbursement."

"I guess we can just take apart our actual phones and then put them together again."

"Or we could do that. What are you thinking about the gloves? Yo, you think maybe you can use that spider-silk to weave a fabric?"

"That's a thought," Peter blinked, "but my web dissolves in 3 hours."

"Do you know how to make it last longer?"

"I can try to tweak it a bit."

"What are you two chit-chatting about?"

The two boys stopped. Looked over.

Michelle Jones was staring openly at them from her desk two feet away, her notebook open in front and a pencil loose in her hand.

"Uh, none of your business?" Ned raised his eyebrows.

She shrugged. "I'll figure it out myself."

That girl is going to be trouble, Peter decided. She had a tendency to remain unseen until the moment she decides to be noticed. Peter was not sure how she did it. She was super talented and very smart, but was a total weirdo. He had no idea what to make of her.

Ned exchanged a baffled look with him, and the topic was dropped when the teacher started the lecture.

Peter and Ned had different classes next. Peter had robotics, while Ned had AP Microeconomics with Harry Osborn. Ned was terrible at lying, but at least Harry had no reason to pay much attention to Ned.

 _This is so messed up,_ he allowed himself to panic a little.  _This is so messed up. My classmate's dad is a terrorist._

With super strength.

And possibly some other things.

Peter spent the period freaking out inside about this; luckily, the day was being devoted to constructing the robots they were designing for the upcoming soccer tournament, which meant Peter simply had to connect the wires and drill holes into parts while his brain tried to come up with a plausible way to stop Norman Osborn.

He had been there, in Union Square. With his aunt. He had a terrible feeling before it started, like they had to get out, get as far away from there as possible. He could not start webslinging with his aunt out in broad daylight, but he managed to kick up enough fuss that his aunt suggested they go down one of the subway entrances instead of just launching through Manhattan on foot. Aunt May had spent who knew how many dollars each for the two of them to attend the concert that day, but she had not questioned him at all. He was nervous throughout the ride on the 4, but his fear died down as soon as they got on the E train. He had thought about possibly going back; the tickets were as good for part of the show as the whole of it, but by then both he and his aunt were in no mood for much music.

They learned about the attack when they got home. Five bombs had gone off at the park.

OsCorp had hundreds of them.

 _ **Pop**_ , went his phone. A text message.

- _Hey Pete-_ from his aunt. - _Doing ok?-_

 _-Yeah._ _I'm in class-_ Workshop, whatever.  _-Are you ok?-_

_-Yeah. Sorry, didn't mean to distract you, just wanted to make sure-_

Peter smiled. May did not usually text him in school. Every time she did, though, it made him feel, well, loved.

_-All good-_

She was probably agonizing over Osborn's pumpkin bombs as much as Peter was.  _Between the two of us, and Ned, surely we'd come up with something._

During lunch, Ned was googling cameras.

"Ugh," he groaned, "was hoping I could find something that we can just buy off Amazon. These things cost a ton."

"How much?"

"Like a hundred bucks. There's one that's seventy-something but that's still a lot."

"I'm telling you, we can make our own."

"I don't want to break open my phone though…"

"I can put it back together, man. Besides, we can use my phone."

"We shouldn't use your phone; if we don't put it back together, or we take too long, your aunt would kill you."

_…Good point._

"Maybe we can put it in the bluetooth earpiece," Ned suggested. "That way it wouldn't flop around."

"That's not a bad idea. Still need to actually make the thing, though."

They did not get very far in the forty minutes of lunch, because they had to make sure they put Ned's phone back together by the following period. Ned had to go off to his Health Studies class ("I hate that class," said Ned) while Peter went to Spanish.

With Harry Osborn.

"Hey," Peter said awkwardly to the kid whose dad was a superpowered psychopath, "um, this weekend…do you think maybe we can work at my place? Just to finish it up."

Harry blinked. "Sure," he said, sounding like a normal teen with a normal, if rich, dad. He looked like he was not entirely on board, but did not know how to refuse.

After staring at each other uncomfortably for a few seconds, Peter cleared his throat. "Ah. Well, alright then."

He could not believe Harry Osborn's dad was a terrorist. And he would have to figure out some way to prove it. And stop him.  _What is my life?_

Spanish included Flash Thompson, who took great pleasure in knowing how to fluently say "Tengo una salchicha en mis pantalones" because Flash Thompson was an idiot. Spanish  _was_ the class that Thompson was hands down better than Peter at, though. Most people were better than Peter at Spanish. 

Throughout the period, Peter sneaked glances at Harry Osborn, wondering if the teen knew his father was a mass murderer. There was no way he would have guessed, from the way Harry behaved. In fact, Peter had no idea all the way until he had met Norman Osborn in the flesh, when the two of them headed over to the mansion to work on their project together.

Harry Osborn was definitely even more of a loner than Michelle Jones. He had flunked out of the fancy private school his father had initially sent him to. Everyone knew his father was the CEO of OsCorp, so the teen generally kept to himself. Peter had initially thought it was cool to go to a rich person's place; the whole mansion screamed of money, in fact, and there were priceless museum artifacts and paintings everywhere, so that Peter was afraid to touch anything. Harry Osborn had been a willing but kind of inexperienced host; he had no idea that a host should offer their guests water, or something to drink, and looked kind of lost until they actually started the project.

It was actually fun at the start; they had brainstormed that first afternoon, and Peter had volunteered his camera. He remembered gesticulating animatedly about something other than the project, as he was wont to do when he was excited about something, when he felt the hair on his neck literally rise up. He had turned around to see Osborn senior flat out staring at the two of them.

Like a creeper.

_Peter Parker, eh?_

_Yeah. Heh. That's me. Um, you have…a really nice place, Mr. Osborn._

_Aren't you a polite young man._

Norman Osborn had, to Peter's horror, offered a personal tour of the house. After trying to back out of it, Peter somehow managed to go through the mansion—which was really a museum, honestly, with most of his sanity intact. It was a close thing, though, because halfway through, the spider-sense started  _really_ blaring, and it was all Peter could do not to literally jump out the window. Sometimes his spider-sense was really hard to ignore, particularly when it tried to activate some deep-rooted reflexes Peter did not have until he was bitten by that spider. It was the same kind of alarm that had Peter panicking in Union Square, and he had no idea how he managed to keep it together.

 _I foresee great things from you, Peter,_ Osborn had said to him.

_Um, thanks a lot, Mr. Osborn. That means a lot. I mean…you're Norman Osborn. Um…yeah._

Harry had looked sour when Peter returned, though he did not say why. With a dad like that, though, Peter had to give the teen some credit; if it were Peter instead, he would have had a permanent sour countenance on his face.

"¡Señor Parker!" the teacher broke into his thoughts, and Peter started. This teacher was not willing to cut Peter some slack, unlike the one in AP English.

"Um. ¡Sí!"

"¡Despierta!" she snapped her fingers, and the class chuckled.

 _Yeah, ha ha, funny._ They did not know that a terrorist had literally hundreds of bombs stocked in a room, ready to be used. Peter scowled, wishing that he had taken a chance while Norman Osborn was ripping his face off; maybe he could have snapped a quick photo while the lunatic was dealing with the web.

 _Ugh. Maybe I need to go back._ Surely Osborn would not expect him to return, right?

* * *

"He might have moved them already," Aunt May pointed out later that afternoon.

Peter blinked. He had honestly not thought of that.

"I mean he's been busted, too," she pointed out. "Some stranger got into his lab and found his collection. He didn't get a chance to stop this intruder, so he probably moved them to another location, while setting up a trap in case you  _do_ go back. Why would he leave all of that around waiting for you to try a second time?"

 _Well._ He supposed this was why Aunt May was Aunt May. "So…what do we do?"

"We do need the authorities on him," she mused, and looked out the window. "We need to notify them in a way that doesn't make them look at you too much."

"He blocked my punch like it was nothing," Peter told her. "If we do sic the authorities on him, they need to be able to handle that."

Otherwise Norman Osborn was going to go through them like an uber-powered protagonist going through level one NPCs in a video-game.

"What?" May exclaimed when Peter told her that.

"Maybe we should get in touch with Captain America," he said instead of explaining the reference.

"Captain America?" her lips twisted. "Whatever he knows, the people behind him will know. If they catch wind of you and your abilities…"

"Oh come  _on_ ," Peter protested, "I get that we need to be careful, but we can't just huddle in our shells all the time! I was bitten by a spider, not a snail!"

This got a laugh out of the woman.

"And we can't just sit on something like this!" Peter pressed. "This guy can hurt a ton more people and we don't know when he might decide to set off his bomb; there was a concert at Union Square so maybe that was why he chose that event, but there's always something going on in this city! We were lucky he didn't decide to do something  _today!_ "

"I know," said May, and seemed to come to a decision. "Ned knows how to hack, right?"

"Yeah?"

"So he knows how to cover his tracks then."

"I guess?"

"Then let's drop an anonymous tip."

"To Captain America?"

"Yeah."

Peter had to process that for a few seconds.

"Be careful!" she glared. "Anonymous accounts and everything."

"I'm calling Ned right now."

"I'm serious, young man!"

"I know! I know! We'll be careful!"

Ned was equally thrilled and nervous about the whole thing when Peter went over to his place. It seemed like a lot of hassle just to send what amounted to an anonymous email, but Peter supposed it was better to be overcautious than the other way around.

"If Osborn catches wind of this—"

"Dude, shut up, I know—"

"And make sure you—"

"I  _know!_ There. What do you think?"

Peter read it over. "Okay. You sure this is secure?"

"I'm not sure. But it's all I got."

Peter inhaled. "Alright. Send it."

The moment was accented by Ned tapping the enter key on his laptop.

"…Alright," his friend said as he blew a breath. "I guess that was it."

"Yeah." Kind of anticlimactic. A simple press of a key to mark what was hopefully the beginning of a solution to this whole mess.

"I guess now we wait," said Ned.

"Yeah."

"…"

"…"

"…Want to work on the chemistry homework?"

 _Homework sucks,_ Peter decided.

* * *

Nothing happened.

The remainder of the week passed. Nothing on the news, no acknowledgment from Captain America or whomever Ned had sent the tip to. The two of them wondered if anyone even got the message.

"Maybe it got flagged as spam," Ned worried.

"Give it time," Aunt May insisted. "You've already done what you could."

"But—"

"You are  _not_ going back there," she glared. "You need to give people time to process these things. They can't just announce that they got an anonymous tip that Norman Osborn is actually a terrorist; they need to do their own investigation and that's hardly going to be there for everyone to see."

She had a point, so Peter tried to focus on school. Flash Thompson was annoying, Michelle Jones was weird, and before he knew it, it was Saturday morning.

He and his aunt were washing the dishes when Peter's spider-sense started to crank up.

"Um," he looked at his aunt in panic. "Something bad is coming."

She went to the window as Peter tried to decide whether he should go ahead and tell her that they needed to evacuate.

"I see," she stated. "Norman Osborn's here with his son."

_Oh **Christ**._

"What the hell is he doing here?!"

"Well you invited Harry over and it looks like his dad decided to escort him." His aunt looked at him. "Peter, take deep breaths. He doesn't know that you know."

"I know, but the spider-sense—"

"Hey, it's okay," she pulled a drawer out, and took out the first aid kit for some reason. "I'm right here, alright Peter? I'm not going to let anything happen to us in our own home."

"Why is Norman Osborn here?"

"Probably dropping his son off on his way to somewhere else. It's something parents do, Peter."

 _Right. Right._ Except Norman Osborn was not just any parent. He was secretly a superpowered terrorist with hundreds of pumpkin bombs lining the shelves, and a death count already to his name.

Or not his name, since no one else knows that Norman Osborn had been behind Union Square.

"Alright, Pete," Aunt May looked at him, "here's what we're going to do. If he comes up here with Harry, we're going to invite him in. If he comes in, we're going to offer something to drink. Everything will be normal, because he's not going to risk putting his own son in danger. Do you understand what I'm saying?"

"Well, yeah." Osborn might be a psychopath, but maybe Harry was where he drew the line. After all…Harry was still alive. Somehow.

"You're going to say hi," she continued to coach, "and you're going to take Harry back, and you're going to let me handle his father."

Unease tightened Peter's gut. "Aunt May…"

She reached over and cupped his cheek. "It's going to be okay. He might not even stay. Now," she suddenly put something on his forehead, over his brow, and then stepped back to look.

"What's that?" Peter reached up to feel. It was a bandaid.

"You hit your head on the cupboard door because of your growth spurt," she said.

To break up the upper half of his face.  _Aunt May is a genius._

The doorbell rang.

Norman Osborn did come up with Harry after all, much to Peter's chagrin. He made a face when he heard Peter stammer out why he was wearing the bandaid.

"Growth spurts," he said sympathetically. "I know those."

Apparently he did not know bandaids though. There was absolutely no sign that his face had ever been bleeding; Peter found himself checking even as he told himself not to stare, but  _wow_ , no sign at all. That night had been positively gory, with all the red mixing in with the white, though Peter had not stayed for the whole thing, but the man did not even have  _scars_.

"Would you come in?" Aunt May asked, all smiles and receptiveness.

"Why, thank you, Mrs. Parker. You have a lovely home." He said this while looking at Peter.

_Oh God. Someone kill me._

"I can make you some tea," May offered, "or we have some orange juice, or just water."

"Just water, thank you," said Osborn, looking around.

 _Oh._ The man was staying. That…was weird. And not good.

"Peter, why don't you take Harry back to work on your project?"

And leave her here? Alone? With a terrorist?

"Um…"

"Go on," she said, tones reassuring while her eyes were hard.  _We agreed,_ they said.

_No we didn't!_

"Mr. Osborn, please, have a seat. Forgive the mess; it's been a busy week."

"Oh it's not messy at all Mrs. Parker…"

Peter watched Norman Osborn make himself comfortable in the living room while his aunt got water from the fridge and decided…well, maybe his aunt did have matters in hand after all.

"Dude, like, wow," he said to Harry as the two teens made themselves scarce, "Um, didn't figure that your dad would have time to drop by. He seems…um, very busy."

"Yeah, he usually is," said Harry, sounding miffed. "He's been wanting to come."

 _Whoa._ "For real?"

"Yeah. When I mentioned I was coming over, he said he wanted to come by and say hi."

"Oh."

_So weird._

**_So_ ** _weird._

"Anyway, let's get started," said Harry, gesturing.

Norman Osborn ended up staying for an excruciating fifteen minutes, during which Peter had to fight with his spider-sense so that he did not end up launching himself out the window; his spider-sense could be seriously  _selfish_ , as was evident when it made itself known to Peter in the first place. Harry spent most of the time sulking, and remained something of a killjoy throughout his entire stay, even after Osborn senior left. The only positive to the whole experience was that they wrapped up the project and Peter did not foresee any need to hang out with Harry again.

At least, not until his aunt dropped another bombshell on him after Harry left.

"Norman Osborn wants you to be an OsCorp intern," she told him.

"… _What?!_ "

"That was the main reason he dropped by," she informed him. "He wanted to gauge your interest in the sort of research they do."

Peter grabbed at his almost nonexistent hair. What was his  _life?_

"He thinks you're really smart," May went on. "I didn't know how to back out of it so I told him I'd share the info with you. I said you had a lot of extracurriculars going on already, like the decathlon, robotics club, and such. He said this is a paid internship and would move you further in your future career."

"…Wow." How were they going to get out of this one?

"I don't think you should go."

"No kidding!"

"There's no good excuse not to." she looked at him in worry. "I hate to say this, Peter, but…"

Peter could read her expression. "I'm going to have to use my powers."

"We can't take the chance that they missed your last tip. You'll have to leave another. Maybe a hard copy, one that they can't overlook."

"Like a handwritten note or something?"

"I don't know. Maybe. But we have to do it soon. The question is who we contact, and how."

Peter looked out the window, thinking of the OsCorp building and when he had scaled it. Obviously, what his aunt was thinking would involve scaling more buildings, maybe in the dead of the night. He still had not made gloves, stupidly; he and Ned had been more concerned about figuring out how to build a camera.

"…Stark Tower," he suddenly realized.

"Hm?"

"Tony Stark is Iron Man," Peter pointed out, "plus he knows Captain America…."

Aunt May looked at him. Peter looked back.

He was going to try to break into Stark Tower.

Ned is going to  _freak out._


	3. Chapter 3

"We should have worked on gloves instead of the camera," he complained to his earpiece. "My fingers freaking  _hurt_."

 _"How far up are you?"_ his aunt asked.

"I'm only on the fifth floor." For some reason his fingers started hurting earlier this time, even though Peter saw no visible cuts. Not that he could really see in the darkness.

 _"I'm backing out then,"_ said Ned. He was a little more confident about his hacking now that they had one successful excursion, but Aunt May managed to talk him into being cautious all the same.

 _"Gods, I'll never get use to this,"_ he heard his aunt sigh.

_"Pete will be fine."_

Ned sounded more confident than he probably should be, though Peter was also feeling a strange sense of bravado. He could never explain why, but having his aunt right there, one block away, made him feel a lot safer, even though he could not imagine what she could do to help.

Stark Tower was mostly dark on this Saturday night, though a few obligatory rooms were still brightly lit. In contrast to OsCorp, the tower was narrow and tall, and the sides were made of smooth glass-like material, if not outright glass. This actually made things somewhat challenging; Peter had no trouble sticking, but he had to be very careful to avoid windows. Which was difficult when the building was basically  _all_ window.

Not for the first time, Peter wondered if his aunt was being a little too obsessed with hiding his identity and abilities, but when he brought the topic up, May had pointed out that Peter had no idea if Tony Stark was as crazy as Norman Osborn.

"I'm taking the chance that he's not," she told him, "but as long as he doesn't know who you are, he's not otherwise close to you and you're not trying to expose him; it's less risky than your stunt with Osborn. But you don't know. Not like these psychopaths announce themselves. They're both rich. For all we know, they're both nuts."

To be fair, Tony Stark was already a proven lunatic. The man was notorious for his impulsiveness as much as for his sheer intellect. From showing up where he was not expected to attend, to not showing up at his own events, to showing up in his iron suit and then getting totally wasted—he certainly was not the definition of sane, if anyone was. Peter figured that he had to be a good guy though; he saved New York, after all, and possibly the rest of the world. He had a feeling Aunt May thought the same, but she was not betting his own safety on it.

Which was…fine. As recent events had pointed out, Aunt May seemed to be better at anticipating the various ways things could go wrong than Peter could hope to be. The fact that she was even letting him go around  _doing_ things, well, that was already good in and of itself. Besides, Peter could hardly complain about someone caring about his safety. At this point, if Aunt May did not…who would? She did not even have to; she was his aunt by marriage. Just because she adored Peter did not mean he could take all that for granted.

"Whoa," he remarked, when he got up to the sixth floor and chanced a peek in to see where he was. "Dude…I think this is Captain America's floor."

_"Huh?"_

_"Is he in there?"_ Aunt May asked.

"No one's in here." Maybe they all went out to dinner or something.  _Though shouldn't rich guys have…house staff, or something?_

_"How do you know it's his floor?"_

"There's a symbol of a shield on it. I dunno." Peter felt stupid even as he said it out loud.

 _"Do you think you should try to go in on this floor?"_ Ned asked.

Peter examined the window. As far as he could tell, it was completely sealed.

"Guys, I don't know how I'm gonna get in."

_"The tower's gotta have a vent, like the one you escaped OsCorp through."_

Peter could feel his aunt's glare.

 _Oh come on. How is tonight any different, other than you being parked a block away?_ Possibly circling, since Aunt May did not actually find a parking spot when he left her. This was Manhattan, after all.

There was one window open though, on the tenth floor, which was all dark, at least on this side of the building. Peter took a moment to check the corridor for cameras, but he did not notice any. After agonizing for a little bit, he went in, sticking close to the ceiling.

"Alright," he took a deep breath. "Should I write this on this wall?"

 _"Maybe write it on several walls,"_ Ned suggested, even though they had not figured out how to make a camera yet, so he could not see what Peter was looking at.

Peter checked again for security cameras, and then dropped. He adjusted Aunt May's ski mask before taking out his spray paint. There was a pristine-looking patch of wall between two frames of modern art. Looked good enough.

**_NORMAN OSBORN IS THE UNION SQUARE BOMBER_ **

"Let's hope they take this seriously."

He found another few walls and wrote the same thing.

 _"I wonder what floor he's on,"_ he heard Ned whisper.  _"Like is it the lab where Tony Stark makes his armor?"_

 _"This isn't an adventure,"_ Aunt May reproached.  _"Peter, how is it going?"_

"I'm gonna try writing this on another floor, just in case no one comes to this floor or something." This area looked like the gym, or at least there was a huge gym room behind one of the doors. Captain America had to train, right? Even Tony Stark had to work out somewhere. For a good measure, he wrote the same message there.

Doing a circle around the floor yielded no stairs that he could tell, oddly enough. Peter was certain he did a full perimeter, but in the darkness, he could not be sure. He looked at the windows to find the one he had come through; if he saw it again, he decided, then there were no stairs.

Except there was no open window.

Peter had not closed it behind him.

 _The heck?_ That window did not look loose enough to have closed just because of the wind or something. Apprehension coiled in his gut. Something was not right here. Either he just got really lost, or someone is tailing him.

"Guys, I'm backing out."

_"What's wrong?"_

"I just don't like it."

Aunt May's voice was warm and reassuring.  _"That's fine, Peter. Listen to your instincts."_

Right.

He went up to a window and tried to open it, but like the ones on the sixth floor, it was complete sealed.

 _…What?_ How did the other one open at all?

He tried going up on the ceiling; maybe the upper windows open? But he could not find a point to do it either.

Then his spider-sense flared in warning. Peter's body reacted and he flung himself across the window to the other side. Something struck the ceiling where he was. It looked like some kind of stick.

_Huh?_

His spider-sense had him spinning away again. Something hit the wall. He dropped to the floor and crouched low.

"I think I've been made."

_"…You **think**?"_

"You could have just called, Wallcrawler," said a man's voice from his right. "Or rang a doorbell. What's all this creeping about for, eh?"

_Damn._

"Uhhhh, didn't want a face-to-face confrontation." Peter glanced around in a slight panic. The windows were shut, he had no idea how to open them, and he had not thought to look for vents.

Ned started swearing, but his aunt hushed him.  _"Are you hurt?"_ she asked.

"I'm okay."

"Jarvis, lights," said the man.

The lights suddenly turned on. Peter was momentarily blinded. Luckily, his spider-sense was not affected by lighting conditions or the state of his retinas. He was back up on the ceiling just as a shaft was vibrating on the floor.

Blinking, disoriented, he stared ahead as his eyes adjusted to the brightness. There was a relatively young white man, brown-haired and pale-brown-eyed, clad in what looked like a black vest with exposed arms. Those biceps were thick, which probably made sense considering his right hand clutched a bow. The left one was empty, and he was holding it out casually to the side, for the time being.

"Are you seriously shooting me with a bow and  _arrows?_ " Peter exclaimed. "Who  _uses_ those?"

The man did not dignify this with a reply. "You wanna finish the conversation like a civilized human being, Wallcrawler?"

"Uhhhhhhh, rather not. Just here to leave a tip. An anonymous tip. That's all. I'll be going."

"You sure about that?" the archer pressed. "Stark's got a bar downstairs on the ninth, stocked with all sorts of vintage stuff. You old enough to drink?"

"Uhhhhhhh…" Peter was genuinely at a loss for words.

The man frowned. His eyes looked really sharp. "Come on kid, just take the mask off and we can talk about this, alright?"

 _Kid? How is he assuming I'm a kid?_ Not cool.

"Well, actually I really need to get going."

"It doesn't have to be this way. Whatever is going on, you can talk to us like a normal person."

"'Us'?" Peter chanced another look around, as if the windows were somehow going to open themselves. "Um, who's 'us'? Cuz I just wanted Iron Man to see the message. Who are you?"

"Name's Hawkeye. What's your name?"

"Hawkeye?" Peter blinked. "Aren't hawks diurnal? How are you able to see in the dark?"

"Not an actual hawk, genius."

 _Ha ha._ This was actually distinctly not funny, though at least this Hawkeye person was not shooting him. Anymore.

"Your turn," said the man. "What's your name?"

Peter blinked. He was never going to give this guy his real name, but he was not expecting a moniker like _Hawkeye_. "Um…uh, Sssssspider………Man."

"Spider?" Hawkeye blinked and seemed to consider that. "I can sort of see it. Don't spiders make webs though?"

"…" Peter hesitated, before deciding that this conversation has gone on long enough. "Yeah, they do."

**_Thwip!_ **

The Hawkeye guy dodged to the side with a muttered oath, Peter's web missing him by centimeters. Peter used the opportunity to try to kick through the window, but the glass was too well reinforced. Meanwhile, the man had recovered his bearings, and only Peter's spider-reflexes allowed him to avoid the next arrow.

_Yeah, this won't work._

Peter's next aim was the bow. Not expecting this, the Hawkeye dude did not manage to avoid it. It was not a good hit; the web only snagged one of the tips of the bow, but it was enough. Peter pulled, and the weapon flew toward him.

This thing was heavy, Peter realized when he caught it. The impact itself almost knocked his breath out of his lungs. He staggered, trying to get a better hold of the cumbersome thing. Then he had to duck; the Hawkeye man was now attacking him face-to-face.

Peter had agile reflexes and enhanced strength, but the sort of things this guy was doing defied belief. Peter could not even see the moves as they happened; only his spider-sense allowed him to avoid most of the blows. The ones that landed  _hurt_ , and soon Peter lost his hold on the bow. The man spun it around, and then started using the bow  _itself_ as some kind of melee weapon. Peter jumped up to the ceiling, prompting the archer to fire more arrows.

 _Oh my God someone is trying to kill me in Stark Tower._ This was not what Peter had anticipated, even though he was trying his best  _not_ to get caught; he had figured that if he did, at worst someone might ship him to a lab, or Xavier's School for Gifted Youngsters, or juvie, but an actual  _archer_ shooting  _arrows_ at him?  _The F?_

He extended his body down and shot his web at the Hawkeye person, who dove down to avoid them. This guy's reflexes were no joke either. Peter might have abilities, but he should probably not engage a trained fighter for too long. Fighter and archer. This could get even uglier very quickly.

He needed to leave.

He needed to break a window.

_Don't gyms have barbells?_

Going into the gym meant that Peter was extending the distance between him and this Hawkeye person, because the ceiling in the gym was very tall. It did not seem to be much of an advantage though, because Hawkeye in the light was even sharper than Hawkeye in the dark. One of the arrows struck him in the back. It felt like a sharp pinprick in his spine, nothing like the instant paralysis Peter would have imagined. Still, his grip on the ceiling slipped, and he landed awkwardly, nearly twisting his ankle.

"I got him," he heard Hawkeye call out. "Tenth floor, gym."

 _F,_ Peter thought. He scrambled back, barely keeping his balance. His head was starting to swim.

He had to get out of here.

"Easy," said the man, "you're okay."

"Yeah?" Peter blinked, struggling to stay upright.  _I will not fall._ He felt like he might trip over his own toes.

"Let it happen," said Hawkeye, sounding sympathetic.

_Let it happen?_

_"Peter!"_ his aunt cried.

Right. Peter could not let himself get captured if he could help it. He looked down and saw some dumbbells. Barbell. That should break a window.

Hawkeye swore when Peter lifted one from where it rested with the others. It took more effort than Peter thought it should, probably because of whatever he got shot with. The archer cringed back; he probably thought Peter was going to throw it at him, but Peter swung it toward the window. The glass shattered.

Peter tossed the barbell back, or maybe dropped it, he was not sure. "Gotta go! Sorry! Would love to stay and chat but I've got plans!"

"Jarvis!" Hawkeye called out.

He saw the archer draw his bow again, but his web was out, and Peter was sailing through the window and into the night.

* * *

He nearly crashed face-first into the sidewalk. As it happened, Aunt May's ski-mask probably saved him from a broken nose, or at least a badly scraped one.

"Oh my God!" May exclaimed moments later, when Peter tried and failed to get off his face. She helped him rise off the ground. "Peter? Honey? Are you alright?"

"I'm fine," Peter's tongue felt too big for his mouth. "Shot me with some kind of dart…thing. Wasn't a real arrow."

Or a traditional arrow, anyway.

There was no one on this block to witness the disaster that was his web-swinging, thankfully. Aunt May supported him to a stand and steadied him as he staggered on their way down the sidewalk to…wherever they were headed. He was having trouble keeping track. He must have fallen unconscious briefly, because he found himself bundled into the passenger's seat of the car, which was parked, miraculously enough, at an empty meter that had stopped collecting at this point.

"He was probably just trying to sedate you," his aunt murmured after checking him over. She found the arrow shaft—it was actually small, though pulling it out hurt. "Are you having trouble breathing?"

"…No." He was having trouble staying awake though.

 _"Is everything okay?"_ Ned asked.

"They were trying to capture him," said May. "Hopefully he sleeps this off."

Sleeping sounded like a great idea.

Peter was aware of the engines turning on, before darkness took him.

* * *

He woke to the taste of bad onions in his mouth.

" _Gods_ ," his aunt looked like she needed some sedatives herself. "How are you feeling?"

"…agh. Water," Peter choked out.

It was three in the afternoon on Sunday. He was curled up in his own bed. His aunt must have gotten Ned to come over to help him, or something.

"Are you feeling alright?" She asked, worried. "I kept wondering if I should take you to the ER but you seemed to be breathing fine…"

"It's okay, Aunt May. I'm fine, really." He peered at her. "Did we do it?"

She knew what he was talking about. "Nothing on the news yet."

"Ugh…" he grabbed at his hair. "Damn it."

"They might be keeping it on the down-low," she pointed out. "Otherwise Norman Osborn might run."

"Why's it so hard to get people to  _investigate_  someone?"

By the end of Sunday, there was still nothing.

"Focus on class," said his aunt, when it was time for bed. "Just because there's nothing on the news doesn't mean nothing is happening."

Monday yielded nothing, other than Ned being relieved that Peter seemed no worse for wear. Michelle Jones stared at Peter in the classes they shared together, looking particularly keen about something. In Spanish class, Peter tried to glean some clues from Harry Osborn, but the other teen was like a blank wall. He sulked to himself, like he always did, and seemed disinterested in everyone and everything, only rousing to answer the teacher in Spanish whenever she called on him.

Decathlon practice took Peter's mind off of things, and at the end of the day he headed over to Ned's, convincing himself that no news was a sort of good news. In a way.

"What are you going to do about the OsCorp internship?"

"No  _way_ am I going to intern there! The guy has hundreds of pumpkin bombs in his lab!"

"Dude, he paid a visit  _to your apartment_  just to recruit you. You gotta find a way to beat him off!"

"I  _know!_ " Peter sighed. "I don't know what to do. Our last ditch effort was to try to point Captain America and Iron Man in that direction, but I don't know if Tony Stark's actually chummy with this guy. Plus, that Hawkeye dude, what if he just erased all the stuff I wrote?"

Was Hawkeye even supposed to be at the tower? Or was he actually an intruder like Peter?

_No; he turned the lights on and everything he did indicated he was defending his territory._

Still, what was with the silence?

On Tuesday his time ran out.

"Hi Peter," Norman Osborn's voice rang out as Peter emerged from the school just as his spider-sense started to hum. The CEO was wearing a dark navy suit and a silver tie. He was leaning against the side door of his limousine.

"M-M-Mr. Osborn!"

"Come over here, won't you? I want to talk to you."

_Oh crap crap crap crap crap crap crap…_

"I see the bandaid's gone."

"Um, oh yeah. Yeah it was pretty superficial. Aunt May can get, well, you know."

"Naturally; that's her job." Osborn smiled, which had Peter's stomach fluttering in disquiet. "I haven't heard from you since this weekend; thought perhaps today I can take you over to the tower."

_Oh **Crap**._

"Just wanted to show you some of the stuff we're doing at OsCorp," the man continued. "Obviously, we don't share this material with visitors on field trips, but I thought you might be interested, based on what your aunt told me."

_Uh, right._

Then Harry showed up, looking as bewildered as Peter was by the sight of his father on the school premises.

"Dad?" the teen exclaimed. "What are you doing here?"

"Picking you kids up." Osborn gestured to him. "We're heading over to the tower first. You will go on home to finish your homework."

"What's Peter Parker doing here?"

"Just wanted to show him around."

"Um…thanks, but, uh, I need to get home today…my aunt needs my help with something…" Peter trailed off awkwardly.

"I'm sure whatever she needs can wait," Osborn dismissed. "Give her a call. Tell her you're with me."

_Crap crap crap crap crap…_

"Um…okay."

Aunt May did not answer the first call. She picked up on the second.

"Hey Aunt May…um, Harry's dad dropped by; he wants to show me around OsCorp today, after school. Is that okay?"

His aunt was quiet for a long time.

_"He dropped by the school in person?"_

"Yeah."

_"Is he hearing us right now?"_

"No."

_"I'd really prefer you to come straight home."_

"I know."

She paused for a while.  _"It's okay, Peter. Just get home by six. Tell him I need you back by then."_

She sounded pretty calm. Peter was not sure how she could be so calm. Might be an adult thing.

Norman Osborn's face twisted a little when Peter told him of his curfew. "Doesn't leave us much time, does it? Well, we better hurry then."

 _"Let me talk to him,"_ said May.

 _Uh…_ that did not sound like a good idea. Did she realize this guy is a terrorist? But Norman Osborn had already  _seen_ Aunt May, already chatted with her on Saturday, so Peter could not come up with a good reason to keep the phone away.

The adults did not talk long, maybe about thirty seconds at most. Osborn almost seemed charming if Peter's spider-sense were not completely repelled by the man. It seemed like May was just reiterating the curfew, and also getting Osborn's number.

"Of course, Mrs. Parker, that's totally understandable," Osborn smiled. "I'll have your nephew back home safe and sound. Take care now."

And then there was nothing for it but to get into the limo.

_At least Harry is here._

* * *

Harry did not stay, because his father sent him home after he and Peter got out of the limo at OsCorp Tower.

"I wish Harry had more passion about…anything," the man said wistfully, leaving Peter to sweat nervously about how to deal with all this baggage the terrorist was revealing about his own personal life. "Even as a child, he was…unfathomably unmotivated. Didn't like to learn, didn't like to study."

Osborn proceeded to bash his son throughout most of the tour. Peter had met a few parents like that, and he could never fathom what was going on through their heads when they did that; criticizing one's children seemed to be something one should do in private, directly to the child in question, so that they might improve. Badmouthing them behind their backs? That was more something one did to people one did not care about. He knew that Aunt May and Uncle Ben would sometimes lament about Peter's bad habits (too shy, kind of careless about details, occasionally—or often—given to laziness and sloppiness), but they were careful about who heard this and how this fit into the overall picture; they always only mention these to people who already had a positive impression of Peter. It just never seemed as heartfelt as Osborn's complaints.

And what was Peter supposed to do with all this information?

He tried to handle it by focusing on the actual projects Osborn was showing him. It was not particularly smooth, but these projects really were something. There was a miniature wind tunnel, where they tested out the aerodynamics of various models prior to constructing the real-life versions. They were also studying non-Newtonian polymers to refine liquid armor; Osborn mentioned that the Iron Man suits were unfortunately patented, and also not particularly practical as uniforms for regular troops. There were also various enzymes being studied to enhance wound healing, studying sleep (and how to potentially lessen the need for it without compromising brain function), vision, hearing, reflexes, and strength. Peter eventually realized that geeking out about all these things was a good way to get Osborn to shut up about his son, as the man seemed very entertained by Peter's enthusiasm.

Whatever. Entertained means he was not going to blow Peter up.

At around five-o-clock, with one more hour to kill, they were interrupted by some unannounced visitors.

"Norman!" Tony Stark, in a dapper white suit and dark sunglasses, strolled in like he owned the place. "Hey man, how's it going?"

"Hello, Anthony," Osborn turned, his voice sounding very measured.

Tony Stark had come in with an entourage of men and women in suits. As it happened, though he was dressed to get attention, he was actually not the man leading the show; it was a gentleman next to him; a black man with a bunch of medals on his jacket.

"Mr. Osborn," he came to a stop next to Stark. "My apologies, but we'll need a few minutes of your time."

"Of course, Colonel." Osborn frowned. "I'm happy to be of service."

Stark had his hands in his suit pockets, looking very flippant in contrast to his companion.

"Inspiring the youth, are we? Hey there short stuff. What are you, twelve?"

Peter's mouth fell open. "I—"

"Anyway, hate to bust in on this; got adult business. Why don't you scoot. You want ice cream? Actually, I want ice cream. Let's get ice cream for the kid. And me. We can leave the adults to chat while we get ice cream."

Peter was still gaping.  _Wait, what—_

"Tony—" the colonel looked like he swallowed a sigh.

"You don't need me here, I'm just here for emotional support and I have this huge craving for ice cream all of the sudden. The kid looks like he likes ice cream. He looks like he  _needs_ ice cream. You like ice cream? Everyone likes ice cream. If you don't, I'd say you're a psychopath, or at least a sociopath. Come on, short stuff."

And then, like a whirlwind, Peter found himself in the wake of Tony Stark, A.K.A. Iron Man, or the guy whose tower he broke into on Saturday evening (with the permission of his aunt, no less), leaving Norman Osborn, A.K.A. the Union Square bomber, with what looked like government agents.

Stark was every bit as crazy as the media had portrayed him.

"What are you, new intern?" he asked as they headed out of the building to a gelato place across the street. "That's fancy, getting personal treatment from the CEO himself."

"Uh," Peter flailed a little bit. "Not…technically. Like, um, I haven't been hired yet. I, uh, haven't even applied. Mr. Osborn was just giving me a tour to—to see if this is a good fit for me."

Stark's eyes widened. "A tour? And you haven't even applied? What's your name, kid?"

"…Peter Parker."

"Peter Parker? So how'd you end up getting a tour from the great Norman Osborn himself?"

"Uh…I'm his, uh, son's classmate. We had a school project and I was over at his place—"

"What flavor do you like? Chocolate Craze? Pistachio? Hazelnut?"

"Uh…"

After picking out their flavors, Stark went on, "So he saw you at his place and decided you were OsCorp intern material?"

"Well he might have just heard me geeking out about…science."

"Hm," Stark tilted his head. "Yeah, that'll do. You get good grades?"

"Um…yeah, I guess."

"Do you like robots?"

"Do I like—what? Who doesn't like robots?"

"Cool. Don't work for OsCorp. Come work for me. Norman doesn't have any original ideas of his own anyway. He's good at copying other people's ideas and putting his own twist on things, or coming up with stupid ideas. If you really want to get ahead, go where things actually happen. Here, give me your phone."

Peter was gaping again. What—what was happening?

Tony Stark somehow had his phone, even though Peter did not remember making the decision to hand it over to him.

"……Aaaand sent," Stark pressed the cell back to Peter, who clutched at it wordlessly. The billionaire looked in the direction of OsCorp. "Ugh. They're still going to be chatting about boring stuff. Let's split. I have some projects in the workshop that I need to tweak and I can use a fresh pair of eyes for. Come on."

"Wait," Peter called as he trailed after the insanity that was Tony Stark, A.K.A. Iron Man. "How do you know that I'll be useful at all in your workshop?"

"Just a hunch. Come on, get in the car."

Said car was a red sports convertible, which Peter had only missed because Tony Stark was a bigger deal than some random car double parked in Manhattan.

_What is happening right now?!_

"Uh…shouldn't we let them know that we're leaving?"

"Nah. They need to be focused. Important adult matters. Come on, short stuff."

 _Oh my God._ Peter's mind was spinning. _What **is** my life?!_


	4. Chapter 4

**Notes for the Chapter:**

> Thank you so much for your kind comments! I feel so encouraged because keeping the parental figure out of the loop always seemed to be an important trope adventure stories use to keep everything interesting, so having May in the know felt like a risky move. I think it dramatically changes Peter's approach to everything and to everyone around him. We'll see how it goes *fingers crossed*

At 6:05, Peter's phone rang.

"Oh shhhhhh—" Peter raced to grab his phone with his greasy fingers. "Aunt May! I'm  _so_ sorry—I'm okay, I swear."

_"Where are you?"_

"I'm at—um—"  _She's never going to believe this—_ "the, uh, Stark Tower. It—Tony Stark just showed up, and he took me out for ice cream, and then he took me here to his workshop, and we're working on his propellers!"

 _"What?"_ exclaimed Aunt May, though honestly, what else could she say to that?

"I know! His workshop is  _amazing_ , and I'm working on an iron suit—it's an older model but still! This day has been  _incredib—_ uh, do you need me back home?"

 _"…Well, eventually, obviously,"_ said May, sounding wry.  _"When do you think you'll be back?"_

"Um, we, only just got started…maybe like eight? Or nine? Eight-thirty."

"I'll feed your nephew, May," Mr. Stark called from under an Iron Man  _missile_ , which Peter still could not wrap his mind around.

"Nine-thirty," Peter decided, at that. "Please, Aunt May?"

_"Do you need me to pick you up?"_

Pick him up? No, no, all the way to Manhattan? "No, no need, I'll just take the train."

_"…Okay Peter, nine-thirty."_

"Thank you thank you thank you—love you!"

 _"Love you too."_ She sounded almost resentful.  _"Be careful, though."_

At first, Peter thought she meant to be careful on his way home; nine-thirty was not  _that_ late in New York—but then the way she said it made him pause.

"Um, yeah."

That constant vigilance thing.

"You should be Alastor Moody this Halloween," Peter sulked a little.

 _"He wasn't wrong,"_ Aunt May pointed out.  _"I'll see you later. Love you."_

"Bye!"

* * *

At seven-thirty, Peter was the one under the missile (it ended up being just the propeller portion, without the explosive), when a woman, accompanied by clacking heels, came down the stairs into the workshop.

"Jarvis told me you brought in a guest."

"It's my tower, Pepper, I can invite whomever I want."

"Do you have any intention of feeding this guest?"

"We just got st—oh. Well, look at that. Time flies when you're having fun. What are you in the mood for, squirt?"

Peter's stomach gave a huge growl. "I'm in the mood for anything, Mr. Stark!" He tried to roll out to say hi to the lady, but the wheels were a little sticky.

"Let's get Italian. He looks like he's the kind of kid who appreciates Italian. Let's get one of those authentic Italian pizzas that's not actually all that authentic. And pasta. And breadsticks. The whole jam. He can take home any leftovers; his aunt will probably appreciate that."

"Try not to keep him overnight, Tony, we don't need people suing us for kidnapping."

"Too late. I already kidnapped him from Osborn. Speaking of which, is Rhodey done?"

"Yes, and he's not very happy with you."

"Pfft. He was  _fine._ He didn't even need me, clearly."

"That's not the point, Tony. And what do you mean you kidnapped him from Osborn?"

"Osborn's intern. He's not going to work for him though, he's going to work for me. On that note, get the paperwork ready, will you? This kid's good. I like him. Only thing of Norman's that I like."

"You can't just steal interns from others, Tony."

"Sure I can. This kid wasn't even hired. He was just getting a tour of the place. It's like a first date. See how you feel, if you're interested, will it work out—it won't, because OsCorp sucks. What were they offering you, kid?"

"Uh…they haven't…"

"See? They suck. I can't _not_ intervene, I mean, lamb in the wolf's den and all that. Take care of it, will you? Though dinner first."

"I know how to do my job, Tony."

Peter finally extracted himself from under the missile platform. Or partially, at least. He was still horizontal. Looking upside down at Stark and the woman beside him, Peter waved. "Hi! Sorry, was stuck for a bit there. I'm Peter. Nice to meet you!"

The redhead (for she was a redhead) almost snorted. Peter was suddenly aware that he had grease all over him.

"Yeah, look at that," said Mr. Stark. "Isn't he adorable? He's adorable. That's why I'm keeping him."

"Whatever you say, Tony. Hi Peter. I'm Pepper. It's nice to meet you too."

"Okay now that the introductions are over can you go get us our food?"

"That's—"

"Pete and I have work to do."

"You're  _ridiculous_ , Tony," Pepper remarked wryly as she relented.

"You," Mr. Stark pointed at Peter, "get back under there; we're not finished."

An hour later, they were still not done, but the food was here and Peter would have to get going soon if he wanted to get home by nine-thirty.

"Whatever," said Mr. Stark. "We can finish this some other time; I'm leaving that one to you, short stuff. Happy can drive you home."

"Oh."

"Pepper should have everything ready for you by tomorrow. Come on over after school, you can sign the paperwork and get a badge, all that good stuff. Then you'll officially be a Stark intern."

"Oh my God. Thank you. Thank you this has been the most fantastic day of my life—"

"Yeah I know. Eat your pizza."

Peter proceeded to then devour everything, because he was _hungry_ and the food was so  _good._

_Oh my God what is my life?!_

* * *

Happy Hogan was a heavy-looking white man, who seemed a little put out about having to drive a teenage punk from Manhattan through Queens, though he was still polite enough to Peter.

"'Happy'?" Peter remarked. "That's a nice name. Kind of weird, but it shouldn't be. I'd want my kid to be happy."

This got a laugh out of his chauffeur. "How'd you wind up with Mr. Stark, kid?"

"It's the craziest thing!" Peter explained how he somehow attracted the attention of Norman Osborn, and then Tony Stark sort of kidnapped him. "I just can't believe this  _day_. I mean, I wasn't even doing anything!"

"You think you'll take the job, then?"

"… _Think?_ 'Course I—" and then Peter realized that actually, he had a huge problem.

Norman Osborn had all but officially offered Peter a job.

And Tony Stark had now officially offered Peter a job.

Obviously, Peter wanted to work with the one who's  _not_ a terrorist, but until Osborn was behind bars, what was Peter supposed to do?

"Having second thoughts?"

"No, it's just…I mean Mr. Osborn showed up personally at my school when he didn't hear from me," Peter revealed.

"Yeah?"

"Yeah. And I kind of left him today without even saying goodbye; I don't know if he's going to be really mad at me."  _Wow._ That really painted the day in a different light. Was he screwed? Not that Peter could have done anything about it, considering Stark had all but dragged him away in his convertible.

"I see. Do you prefer to work at OsCorp?"

"No!" Peter said a little too quickly, and then tried to amend it so that he did not sound like he was just kissing up to a Stark employee, "I just don't know how to go about turning Mr. Osborn down…like, he showed up at my apartment to chat with my aunt, and then he showed up at my school…I dunno, maybe he really liked me for some reason, and then Mr. Stark and I just left him with those…people."

_Wonder what happened after we left._

"Hm," said Mr. Hogan. "Tell you what; you're supposed to come by the tower tomorrow, right?"

"Yeah."

"I'll pick you up from school. If Osborn shows up again, we'll just say that you're already booked."

"You'll go against Norman Osborn for me?" Peter gaped.

"He's not going to fight me over a kid," Mr. Hogan pointed out, "and especially not in public."

"Oh my God. Thank you so much, Mr. Hogan!"

"Pfft," Mr. Hogan shook his head. "Don't mention it, kid."

* * *

Aunt May was less enthused about all this than Peter was, though she was not exactly  _displeased_ , only going as far as to tell Peter to calm down and go to sleep so he would not wake up a zombie the next day. Ned freaked out at this turn of events, asking Peter to put in a good word for him so that maybe  _he_ could get the internship too; Peter promised to do so. He could barely focus on his classes all day, and in the afternoon he looked out the window to see if Mr. Hogan was out there; he was. Osborn was not, but Mr. Hogan did not seem upset about having to drive Peter from Forest Hills to midtown Manhattan regardless.

"Boss wants to make sure you don't get lost," he revealed to Peter. "Do you have trouble navigating the subway on your own or something?"

"No I don't!" Peter scowled. "I'm fifteen!"

Mr. Hogan tilted his head in a way that indicated Peter's answer did not inspire much confidence.

"I could totally have found my own way."

"Uh-huh."

"I so can!…That being said I still appreciate the ride."

Mr. Hogan snorted. "I can see why the boss likes you."

He arrived at Stark Tower to find Aunt May sitting in Miss Pott's office. The two of them were laughing as he entered; they seemed to be bonding.

"Hi Peter," Miss Potts, or Pepper, gestured when Peter entered. "Your aunt was telling me all about you."

"Oh." He was not prepared to see her there. "Um."

"Have a seat," said Miss Potts, and Aunt May indicated the conveniently empty chair next to her.

"Your aunt just wanted to go over the terms of the contract," said the redhead, pushing a pile of forms forward. Peter's eyes widened when he saw his salary.

"You will be provided a MetroCard for transportation purposes. You will also be issued a Stark tablet and computer to store the data about your projects. These are for you to keep."

"Whoa! For real?"

Aunt May ended up going on a tour of the facility with Peter and Miss Potts ("You can call me Pepper in private") where they got to meet some scientists. Tony Stark was, notably, not around, but that was fine because Peter had a feeling he would just overwhelm everyone.

"So how will it work?" Peter asked Pepper, "I mean, am I going to work on a project with someone else, or am I going to work on the missile with Mr. Stark?"

"A missile?" Aunt May blinked.

"Generally you will be working on another project," Pepper replied, and Peter was not sure if she was just desensitized because she worked with Tony Stark, or she did not hear May's remark, or if she was deliberately ignoring it, "but I wouldn't be surprised if Tony grabs you and pulls you away. If he does, just go with him. No one will fault you for it."

"I'll get to work on the Iron Man suit," Peter looked at his aunt, who managed to look both approving and unimpressed. Whatever.  _This is so cool!_

Stark Industries also had quite a few interesting projects, including one involving studying an energy core that came from the alien invasion a few years back. There were also artificial intelligence projects, studies on adamantium, magnetic fields, gravity and kinetics. It was so interesting that Peter forgot all about the fact that Norman Osborn was the pumpkin bomber. He barely remembered to mention Ned to Pepper, who looked at him with a particularly warm gaze.

"I can't believe this!" he exclaimed to Aunt May when they rode the E train back to Forest Hills. "Is this real? It's not a huge prank the universe is playing on me, right?"

"You signed a contract."

"I know, but…" Peter huddled a little, "I don't get why this happened. What did I do?"

Aunt May reached over to squeeze gently at his nape. "I can guess."

"What do you mean?"

"Well, you were yourself," she pointed out, "when Osborn saw you, he must have recognized your potential. You weren't shy until you realized he was watching. Then Tony Stark saw you with him and was intrigued because Osborn probably doesn't give kids tours of his facility all the time. He realized that Osborn was interested in hiring you, which means you must have potential. The rest is history."

"…Well…" Peter was at a loss for words.

"When you're not shy, people adore you," May went on. "You were like that as a child. When you're comfortable with someone, you show your true self and it's hard not to like you. There was a time when you were absolutely fearless. You charmed everyone around you. Later on…you became less comfortable in your own skin. Worried, I think, of annoying others, that they didn't want you around after all. You started closing in on yourself, and people couldn't see who you were anymore. But you're still there, under all that, and when you show yourself, my goodness, do you shine."

Peter stared at her speechlessly, and then felt his face heat up. He was so embarrassed.

"Just be yourself," his aunt let go of him. "Don't worry about the rest."

"But—"  _What if they are wrong about me? What if they were expecting a lot and I let them down?_

"You're fifteen," his aunt told him. "At fifteen, it's not about how much you already know, what you've already done, or even what you're doing now. You don't know anything Tony Stark and Norman Osborn don't know. They don't actually expect you to contribute much to anything. It's just about the attitude. They both felt you were teachable. That's why they both wanted you to work for them. Just be willing to learn. That's all you need to do."

"I can do that."  _Are you kidding?_ Who would not want to learn all this stuff?

* * *

The remainder of the week passed with no sign of Osborn or any investigation into him. Peter quit marching band and robotics (because why would he work on lame bots that can only play soccer when he could be working on something like Dum-E?) and went over to the Stark Tower every day after school. Sometimes he worked on the official projects (and there were other interns, as it turned out, though mostly college students who were graduating or already graduated), but sometimes Tony would pluck him away so they could work on things in his personal workshop.

As far as Peter could tell, he was the only one Mr. Stark did that to.

Tony Stark did not get more sane with proximity, but that was likely the reason he was such a great innovator; nothing was too crazy to try. He was also always trying to squeeze his suits into smaller and smaller gadgets. He already squeezed them into the size of a suitcase, but he seemed to want them even smaller. Like a wallet?

Which made Peter wonder if he could squeeze his artificial web into something like a watch; that would be very useful. He would have to try to change the formula to reduce the mass, but if it could be done, then he could have his web on him all the time.

Then Friday night, in the middle of an increasingly heated debate about the threshold between solid and liquid, Miss Pott's heels clacked on the stairs.

"Tony, turn the TV on!" she called out.

"What is it?"

"Bryant Park!"

Peter felt his blood freeze as he saw the footage flicker on the giant television screen in the workshop, normally turned off or playing loud music from a radio station.

"Gotta go," Mr. Stark announced. "Short stuff, stay."

_Oh my God._

There were three bombs this time, and they seemed to contain some sort of hallucinogen, because people were screaming and shouting at things, some attacking each other, others curled up on the ground in fear. Iron Man appeared briefly, but there was nothing he could do about whatever chemical the bombs released, so he soon withdrew. The remainder of the footage covered police officers trying to stem the panic and control the chaos. Some people fell over, unconscious, and it was unclear if they were simply knocked out, or worse.

 ** _Pop!_** went Peter's phone. It was Aunt May.

_-You ok?-_

_-Yeah. At the tower. Are you home?-_

_-Yeah. Stay indoors-_

_-Saw the news. Are you ok?-_

_-I'm fine. It's going to be ok. Just stay indoors-_

_-Could we have done more?-_ Peter asked, feeling wretched.

His aunt did not reply immediately. _-I don't see how-_ she said when she finally responded. _-If Iron Man and Captain America are already on it, I can't see what else you can contribute-_

Ned also texted. _-Hey Pete, you in Manhattan right now?-_

_-Yeah, at Stark Tower. This is crazy!-_

_-Do you think this is Osborn?-_

_-I don't know. Maybe? Are these bombs also shaped like pumpkins?-_

_-Damn. I don't know which is scarier, if Osborn's at large or if there's another bomber-_

Peter was not sure either.

"Peter," Pepper said in a measured voice, "why don't you ask your aunt if you can stay at the tower? I don't think you should go out tonight."

"S—stay at the tower?" Peter's eyes were wide.

"We can set you up in one of the guest rooms," said the redhead. "You can spend the night, go home when this has quieted down."

Aunt May was surprisingly on board with this. _-That's perfect. I'd rather you not be outside until things settle down a bit-_

"Is Mr. Stark going to be alright with this?" Peter asked. "Me just crashing over here?"

"He'd expect it," said Pepper.

She bundled Peter up to the guest quarters, which led them past the eighth floor where Mr. Stark was arguing with several people. There was the colonel, a lady with curly red hair, and—

_Captain America!_

The only reason Peter recognized him was because he was carrying his famous shield; otherwise he was facing away from Peter, and the boy could only tell that he had blonde hair and was very tall. Next to him, shorter, with his exposed biceps folded outside his black vest, was Hawkeye. The archer turned his head around as Pepper and Peter passed. His uncanny brown eyes flickered over Peter, but Peter quickly turned his head away.

_Snap. So he really **does** belong here._

The guest quarters were simply furnished, though the bed (covered with what had to be Egyptian cotton sheets, because of  _course_ they were) and everything else in the room still probably cost more than Peter's whole apartment. There were some spare pajamas that were still too big for Peter, but would suffice for tonight. There was also a huge television, as well as more than one video-game console, a shelf of video-games and DVDs, and a desk. Peter deposited his computer there as Pepper cleared out of the room.

"I'll leave you to settle in," she told him. "Tony's probably going to be up late discussing matters with the others…you can do whatever you feel like doing. There's TV, video-games, and the wireless extends up here as well. The kitchens are outside, and the fridge is stocked if you're hungry. If you need anything, shoot me or Tony a text."

"Thanks Pepper."

"Good night, Peter."

Peter waited until he was sure she was gone before sneaking out. He was on the ninth floor, and Hawkeye had not been lying; there really was a bar right there in the dining area. He went to the stairway Pepper led him up from and climbed up to the side, then to the ceiling of the eighth floor. He inched close to where the conversation was taking place.

 _"I'm just saying,"_ said Mr. Stark,  _"there's gotta be more than him. He's upstate in Valhalla, that's not anywhere close to Bryant Park. If we find the culprit, they'll inevitably lead us to him."_

 _"Sir,"_ said a man with a British accent,  _"the boy is listening in."_

_"The boy? Where?"_

_What?_ Peter looked around. How did they know he was listening in?

 _"Peter!"_ he heard Mr. Stark call out.  _"This is adult business! Go to bed!"_

The teen lunged back, bewildered. As far as he could tell, he was completely out of their field of view.  _Can one of them read minds or something?_

_"Jarvis, is he still listening?"_

_"Yes, sir,"_ said the British man.

_"Peter!"_

Peter jumped up to the far wall of the stairway, and then landed on the ninth floor just as Mr. Stark came to the steps. He tried to look like he had just been leaning against the rails.

"Short stuff, go to your room."

"I'm—"

"Ah ah, no excuses."

"Yeah, that's never worked with you," said the colonel as he joined the billionaire, "what makes you think it'll work with him?"

"Shut up Rhodey I know what I'm doing."

Hawkeye and Captain America—who was just as impressive from the front as he was from the back, joined the two men. Captain America did not have his helmet on, obviously. Peter had never seen his face before. He had a pleasant countenance, with noble brows and a strong chin. He looked up at Peter with an amused expression.

"Hey there," he called up, eyes warm. "You the new intern?"

"Stop it, Steve. He's mine."

"Seriously?" the colonel eyed Mr. Stark.

 _"Boys,"_ said a woman from beyond the stairwell, probably the curly-haired redhead, _"can you stop cooing over the new baby and get back here? We need to come up with a plan."_

"Ouch, Nat," said Hawkeye, ducking back.

"You doing okay?" the Cap asked Peter.

Peter wondered if he was having a stroke, because he could not even make a sound.

Mr. Stark pushed at the blonde soldier and the colonel. "You guys go back; I'm gonna have a quick chat with Underoos; obviously he needs to be tucked in."

He started up the stairs while the colonel laughed. " _Fine_ , Papa Bear."

"Shut  _up_ Rhodey!"

"Iron Dad!" the colonel went on as he also turned around, flashing his white teeth as he left.

Mr. Stark stopped at this and craned his neck around. "Just for that, I'm not giving you the new upgrade!"

_"Yeah you will!"_

"Damn," said Mr. Stark as he reached Peter's level. "You do something nice, and they never let you hear the end of it. Come on short stuff, this conversation's not for you." He had a hand around Peter's shoulders in the next breath and started herding Peter to his quarters.

"Are you trying to catch the bomber?"

"Yes. Not that it's any of your business."

"Do you think it's the Union Square bomber?"

"I don't know, short stuff. It's still none of your business."

"Is there anything I can do to help?"

Mr. Stark suddenly stopped. He turned Peter around and held him by the upper arms. Peter stared back. Mr. Stark's eyes were very intense, and despite himself, Peter felt a lump form in his throat.

"Yeah, no," said the billionaire. "You're fifteen years old. Go play a video game, or watch some youtube videos. Have a chocolate cake for dinner. What do teenagers do on Friday nights nowadays? Do whatever that is. Just stay on this floor and leave the bombers and all that stuff to people whose job is to handle them."

"But—"

" _You_ are my intern," said Mr. Stark, "and I'm counting on you to finish those upgrades by this weekend. I want your brain," he tapped Peter's forehead, "to focus on that, because the sooner that gets done, the better. We clear?"

"…Yes sir."

"Good," The billionaire then ruffled his hair. "Because I don't want them to corrupt you. Especially not Steve. He's a menace."

"You mean Captain America?"

"Ah ah ah ah ah—no. I can already tell you hero-worship him."

"But—"

"I'm the one you're working for. That means your loyalty is to me."

"I can worship more than one hero!"

"He's not a hero, he's a boy scout. I'm not kidding. Totally campy, not your style." Mr. Stark stepped back. "You did good work today. And this week. Don't ruin it. I'll see you at breakfast."

"…Breakfast?" Peter blinked. It just dawned on him that he was  _staying over_ at Tony Stark's.

Mr. Stark blinked back. "Yeah, breakfast is included. Waffles, pancakes, take your pick. Anyway, I've already spent way too much time arguing with you. I'll see you in the morning!"

 _Um…_ Peter wavered, but Mr. Stark was already leaving, and whatever British guy had sniffed Peter out might still be around.

 _They're handling it._ Iron Man had his iron suits, which only became cooler when Peter actually got to work with them, and there was Captain America, the Hawk dude who was a crazy accurate shot, the colonel, and maybe even the lady…

Maybe Peter had done enough.

He was only fifteen.

 _Maybe._ What could he do that they could not?

Peter shook his shoulders loose. _Wasn't that the whole point?_ He never meant to take down the bomber himself. Had gone to great lengths not to. The whole objective had been to call in the right kind of help, and now that they were doing it…he had done his part.

 _Alright then._ Time to team up with Ned on League of Legends.

**Notes for the Chapter:**

> I admit it's kind of weird to see Peter sit back when something is going down, but I've always wished he would do that in a lot of situations where it's clear he's just the wrong person for the job. It makes sense in the comics because of how his uncle had died in canon and the psychological impact this had on him, but I always felt like he could have easily called someone else to do the heavy-lifting and the outcomes would have been so much better, both for him and for everyone else. His abilities were always more guerrilla warfare and sneak attacks rather than full-on assaults, but he's always bulldozing along just because he's a protagonist, and it's kind of frustrating to witness, sometimes. I don't know, I feel a sense of satisfaction knowing that Peter is being smart by actually keeping himself safe for once. Thoughts?


	5. Chapter 5

Mr. Stark was not at the Tower in the morning. Neither was Captain America.

"They're hunting," said Pepper, when Peter asked her.

The news was still covering Bryant Park, with various experts and commentators remarking on the possibility of it being linked to the Union Square bombing. There was no report about any suspect being apprehended, so for all the effort Mr. Stark and his companions had put in all this, they had nothing to show for it.

Peter inhaled his cereal (Pepper offered to make him pancakes but he was too embarrassed to make the CEO of Stark Industries  _cook_ a breakfast for him…like his aunt) and watched the television anxiously.

"Do they have any idea who did it?" Peter asked, wondering if he could dig some information out of Pepper.

"I don't know, Peter," she said as she ate a yogurt. "I know they were following a lead, but it's been hard to pin down."

So Pepper did not know anything.

The phone popped, signaling a message from Aunt May.

_-Hey sweetheart, you awake?-_

_-Yeah, eating-_

_-Good-_

_-You ok?-_

_-I'm fine-_

Peter glanced at the TV, seeing the new death toll (thirty-two), then at Pepper, and discreetly typed, _-I keep thinking I could have done more-_

He should have taken a chance and snapped a photo while Osborn was dealing with his web.

 _-You did everything you could-_ his aunt assured him.

_-I should be helping. Other people with my powers are helping. Some who don't even have powers-_

_-They have other assets you don't have, love-_

_-How do you know, though?-_

_-Why would you assume they don't? You have powers they don't know about-_

Fair enough.

"Your aunt worried about you?" Pepper asked.

"No, she knows I'm safe. It's just upsetting."

"Of course," the redhead nodded.

"My aunt and I were in Union Square."

Pepper looked at him in horror.

"We had to leave right before, but…it was close."

"They're working on it, Peter." Pepper reached out and squeezed his hand. "They've  _been_ working on it, and Tony hasn't been back all night."

"Do they have a suspect yet?"

"That I don't know. But I know they are working on it, and they won't give up until this stops."

Peter nodded, though he could not stop staring at his phone, for some reason. The idea that the pumpkin bomber was still out there, could plant bombs at any time…it had happened  _twice_ now. The first time, he and May had almost been caught in the fumes. The second time, he and May were lucky.

What if the third time, it was just his aunt? Then Peter would have no one.

"It's going to be okay, Peter," Pepper insisted.

"I know, I know." Peter took a deep breath and tried to brighten up; Pepper did not know that Peter had spider powers and could actually be out there, fighting alongside Iron Man and Captain America. And whoever else. Hawkeye, or whatever.

Speaking of which:

"Who's the dude with the big biceps?"

"'Big biceps'?" Pepper raised her eyebrows.

"Yeah, the one in the vest."

"He's a special agent. His name is Clint Barton. You'll see him around the tower from time to time." Pepper smiled. "He sometimes chats with the interns."

"Does Captain America live here?"

"Not always."

"What about the lady with the curly red hair?"

"She's also an agent."

"And the British guy?"

"…'British'…?"

"There was a dude who spoke with a British accent."  _Somehow knew I was eavesdropping._ "He sounds like he's British."

Pepper stared at him for a moment.

"We have some employees from the UK. I wouldn't know which one you're talking about."

Was she being coy? Peter could not tell. Pepper went back to her yogurt, and Peter was too daunted to scrutinize her.

 _What was his name again?_ Something with a J. Jonas? James? Jeremy?

The residues of Bryant Park had dwindled in the night. Traffic was still terrible, however, and several subway lines were shut down. Pepper deemed it safe for Peter to go home, but based on the news, there were delays everywhere. After texting his aunt, they all agreed that it would be wiser for Peter to stay at the tower for a little longer, and wait for the insanity to pass, rather than have to wade through all the nonsense in order to go back to Forest Hills. Peter used this opportunity to try to make his webshooters more compact; if Tony Stark could stuff missiles and propellers inside a suitcase, then Peter should be able to stuff his web inside a wristband.

Or something along those lines.

Mr. Stark being away meant that he could work in the workshop without the man asking him what he was doing. Peter had studied the suits enough that his first design went off without a hitch, though it was a really ugly-looking wristband. The trouble now was fitting the webbing inside it, which ended up taking longer as Peter experimented with different ratios to reduce the volume of the web fluid.

By the time Mr. Stark returned, Peter had transitioned into making gloves; Dum-E had started rolling around, and Peter did not want to take a chance that the cute bot was recording everything he was doing.

"Hey Underoos, you still here?" Mr. Stark called down.

"Yeah!" Peter called out, dropping his work. For a millisecond, he wondered what the term 'Underoos' was about, but Tony Stark was such a weirdo that Peter dismissed the question from his mind; it probably did not have a comprehensible answer anyway. He ran up to the stairs as the man descended. "Did you catch him?"

"'Him'?"

"Him or her," Peter corrected.

"Work in progress. What are you up to down here? Have you fixed the gears on the knee yet?"

"Oh no, I was working on something else;" Peter scratched his head in embarrassment. "Sorry."

"Please. It's a Saturday. It's amazing that you chose to be down here. What are you working on?"

"Uh…" Peter blinked nervously. "Just…some gloves. I was trying to make a polymer that would be durable without taking away tactile sensitivity."

"Always a noble pursuit," Mr. Stark walked by him, sounding somewhat distracted. "If you can make it fire-resistant and water resistant, even better."

"Well, right now I'm still figuring out the shear-resistant," Peter mumbled, but then Mr. Stark turned on the music, and there was no point in talking.

That was what was so surreal about all this. Literally one week ago, Peter had been a regular high school student. Well, not all that regular, but certainly well beneath the attentions of any real celebrity. Now, he actually met Captain  _America_ (though that was stretching the definition of the word) and here he was, working alongside Tony Stark in his own workshop, the two of them doing their own thing while sharing the same space like they both  _belonged_. Peter had been working at the workshop for a grand total of three evenings, but it felt like they had been doing this all their lives.

He considered telling the man about his powers. It might make tracking down Osborn easier, if that was a trouble. But as he looked over at the man, now mapping out some blueprint on his interface, Peter suddenly realized that Mr. Stark looked  _haggard._

 _He hadn't slept all night._ He had been out, with the others. Mr. Stark was not even enhanced. Outside of his armor, he was just a regular guy. And yet he had been out all night, looking for the pumpkin bomber, while Peter had been snoozing in the guest quarters of his tower.

_Telling him probably won't go over well._

Stricken with guilt, Peter kept his silence.

* * *

When he left the tower, he stopped at the cemetery to visit Uncle Ben's grave.

He had not done that in a while; cemeteries were a little out of the way for obvious reasons, and life had been busy, filled with Peter getting use to his powers, figuring out how to make his web, Ned learning about it all, trying to deal with school, and then, recently, Norman Osborn and his son Harry and the pumpkin bomber. He was not sure why he felt the urge to visit today of all days, but once he arrived at the spot, it was hard to understand why he did not do this sooner.

For all that Ben had been protective of Peter, the man himself was always willing to offer a helping hand to anyone in need, whether it was to buy a homeless guy a sandwich or help someone else start their car. He always did it so effortlessly too, like such things were second nature. It had made his caution with Peter's powers all the more striking, which was one reason why Peter had listened despite not understanding the reasoning behind it.

In a city like New York, where apparent victims were easily predators in disguise, Uncle Ben had always seemed rather rural in his methods, like a small-towner or a member of some other small, tight-knit community that was not as jaded as New York City. He always seemed too good to suffer bad things, even though he had been conned in small ways like any other New Yorker. It was still so hard to accept that he was gone, and that Peter had been responsible.

He tried to read into why Uncle Ben was smiling when he died. Was it because he was seeing the future, as he departed?

 _Stupid._ Peter was reaching. Who knew if Ben was even smiling, or if it was an odd play of light, Peter's own hysteria warping his memory.

He stayed for a long time, contemplating the grave, how cold and still it was compared to Ben's warmth presence. His absence was like a vacuum. Chilling.

After a while, maybe forty or so minutes, Peter went home.

"Hey there," his aunt turned around in the kitchen when he entered. She was pouring herself a glass of orange juice. She looked over the rims of her glasses for a moment.

"Were you visiting your uncle?"

Peter's jaw loosened in his astonishment. "H-How did you know?"

"I know you," she remarked, "and it felt like something you would do. Then you come home looking like that."

Whatever 'that' was.

"Just from the texts. I had a hunch," she shrugged. "Your uncle was very worried that you would be too eager with your powers. Making you hold them close is very against your nature. After yesterday, and then you texted me this morning, I had a feeling you'd want to go to him for reassurance."

Was his aunt magic or something?

"Are you a mutant?" Peter blinked at her.  _Can you read my mind?_

"When you get to my age," said his aunt, "you can connect the dots. There aren't  _that_ many ways for them to connect, after all. Anyway, come here. You and I are going to bake cookies today."

Peter did not move. His school backpack from yesterday was still hanging on his shoulder.

"Do—" he hesitated. When his aunt looked at him expectantly, he blurted out, "do you think he'd be disappointed in me?"

"For what?" His aunt raised her eyebrows.

"Mr. Stark was out all night. I was just…I slept. At the tower. And he didn't sleep at all. He's a normal guy, and he's old."

His aunt let out an undignified snort. "Tony Stark is not old. What is he, forty-something?"

"Well he's not  _young!_ " Peter let his bookbag slip. "Meanwhile all I did was scale a couple of towers and it was all before my bedtime."

"You're ridiculous," his aunt murmured as she took out a mixing bowl and some flour. "Tony Stark has more money than he can ever hope to spend. He's also at an age where he's still young enough to accomplish things, but old enough that he's starting to feel that he's lived more years than he has left. Take away his iron suit, and he is Tony Stark—a phrase that has a meaning all on its own. We've all been fifteen years old, Peter. There is much that we've forgotten, but we've learned more since that you have no inkling of. You don't have to feel bad about not running yourself ragged twenty-four seven when you're not even old enough to be drafted into the military."

"Uncle Ben always helped others," Peter mumbled as he accepted the milk from her.

"Your uncle didn't help others blindly," said May, as she measured out the sugar. "He didn't give cash to the homeless and he didn't frequent areas known for gangs. You need to know what others need and what you can offer. There must be a balance. Before you help anyone else, you have to prioritize yourself. You have to make sure that your own needs are taken care of. Otherwise, you have nothing worthwhile to offer anyone else."

Uncle Ben never seemed to prioritize himself that way. He was the least self-centered man Peter knew.

"Peter, one day you're going to change the world and make it better than any of us old-timers can ever hope," May looked at him. "You were always so smart, and your heart…it's the best one I know. Even when you were little, it was like you were dropped in our laps from a land of angels. But you won't make a huge difference if you rush into things. You still have so much growing to do. Once you are ready, Peter, nothing will stop you. Your uncle knew that. I know that. Right now is not the time."

"But when  _is_ the right time?"

"When you stop being surprised by me knowing things," May winked at him.

"Fair enough," Peter relented.

"We all had dreams of being heroes," his aunt went on, holding the bowl out for Peter to pour the milk in. "Ben did. I did. We were young. We were basically superpowered. If you only knew what it's like; once you start getting creaky, you sprain body parts you didn't even know existed in moves you never knew were illegal. When you're young, you can basically do anything and it wouldn't hurt, or if it did, it would stop hurting in a day or so. Around your mid-twenties, it's still like that, but you heal slower and things hurt more. A lot of random facts also start clicking more, in ways they didn't when you were fifteen. Like the fact that everything you've ever thought of when you were a teen…has been tried before. It's all very abstract now, but once you're in your mid-twenties you start figuring out which ones were good ideas and which ones were bad. You realize that the world doesn't actually want heroes, because most are heroes to themselves. No one wants someone else to be a hero. No. The world wants soldiers."

"Soldiers are heroes…"

"They certainly should be, shouldn't they?"

Peter let the question hang, because even he knew, at fifteen, that the world did not always work the way it should.

They made chocolate chip cookies and watched a Pixar movie together over bowls of popcorn. May wrinkled her nose at Peter's wristband, and almost unfolded the shooter as she felt the metal.

"Your web is kind of gross," she remarked. "It better not be made of mucus."

"It's not mucus," Peter exclaimed, insulted. "Haven't you ever played with slime when you were a girl?"

"Slime is also kind of gross," she pointed out.

"Well it goes along with my spider theme. It's really useful too."

"Uh-huh," she snarked.

She suddenly reached over and gave him a hug. She did not explain why.

Peter did not ask. His uncle and aunt once said, long ago, that hugs should not require explanations. At some point, these unexpected hugs tapered off.

It was nice. He made a note to himself to do it to his aunt as well.

* * *

"I don't get it," said Ned during breakfast on Monday. "What's so hard about locating hundreds of pumpkin bombs? Where could he possibly hide them?"

"I don't know."

"Maybe he has some kind of underground lair," Ned looked at Peter. "When you were with Harry, did you find any secret rooms?"

"Why would I snoop around for secret rooms?"

"Maybe he has a  _dungeon._ "

_Oh **God.**_

Peter choked on his own saliva when he tried to retort. "He doesn't live in a  _castle!_ " he exclaimed when he recovered enough. "Plus, why would he store them there? What if they blow up? Then he blows up his own house."

"That's true." Ned sighed and bent closer. "Do you think I should hack OsCorp?"

"I don't know, you can get in so much trouble," Peter frowned. "I mean, what would we be looking for?"

"It's just so frustrating," said his friend.

"Yeah."

Ned was also frustrated because he had not heard from Stark Industries, despite the fact that Peter had dropped his name already.

"I don't know what I have to do to impress them the way you have," he groaned during lunch.

"I don't even know what  _I_ did to impress them."

"Sounds like all they needed to do was meet you." Ned looked at Peter with a tinge of envy. "I don't know. I think as soon as they see me, they'll just see a fat kid."

"Well, they think I'm a scrawny kid when they first see me," Peter insisted, feeling this needed to be emphasized because he was pretty sure none of them have guessed that he could throw trucks up like a basketball. "If they actually meet you for real, they're going to know how smart and awesome you are. In addition to being a fat kid."

"Pfft."

"Why don't you come with me to the internship today?" Peter offered. "Like, just to hang out. You can help me with some of the computer stuff; you're better at those than me, and maybe when they actually see you, they'd be interested."

"Really?" Ned's eyes were wide. "You'd do that for me?"

"Ned, you're my best friend. Of course I would."

Ned looked like he was about to cry. "You're the best, Pete!" but then he did a double-take. "Although…oh man, I don't know. What if I end up sucking?"

"You're not going to suck!" Peter then remembered his aunt's words. "It doesn't matter if you  _do_ suck. They're more interested in…well, how willing you are to learn. We're only fifteen years old, dude! These people are the top of the top; what are we going to know that they don't?"

"I don't know, man," his friend worried. "M-Maybe not today, okay? Like, tomorrow. Or the day after."

"We have decathlon practice on Wednesday."

"W-W-Well—"

"Just think of it as hanging out with me," Peter encouraged, "and then when Tony Stark grabs me to go to the workshop, you can come with. I think."

"I don't know, Pete. Um, I think…maybe tomorrow. Let's make it tomorrow. If I go today I'm gonna screw up and do nothing but gawk at him."

"That's how we met though. I was gawking at him the entire time." All the way up till Mr. Stark had introduced him to the workshop. No degree of social ineptitude could crush Peter's excitement after that.

"I don't know. I'm not like you."

"You're exactly like him."

The two boys paused. Looked over.

Michelle Jones was at the end of the table, staring at them over her lunch.

"You're at least as lame as he is," she insisted to Ned. "And if Tony Stark is willing to hire a loser like  _him_ , he'd definitely hire you."

"Uh…thanks?" Ned raised his eyebrow.

"How long before he fires you is the more important question," she pointed out, because she was Michelle Jones.

Ned and Peter legitimately had no comeback for that one.

"If you ever get the guts to meet him in the first place," she added and then dove into her lunch.

The boys exchanged a look.

"I'm not getting fired by myself, man," Peter insisted.

Ned laughed. "He's not going to  _fire_ you; he takes you to his personal workshop. Okay. I'll come with you tomorrow. Today's a little short notice."

"Great!" Peter and Ned exchanged a fist-bump.

Michelle's silence immediately after this felt a little glaring, and Peter suddenly realized that he had essentially been talking about bringing his friend along to see a celebrity in front of her while leaving her out.

"Uh," he paused. "Do you want to come with?"

Ned looked at him like he lost his mind.

"Please," Michelle Jones sneered dismissively. "I can't care less about Tony Stark. You two have fun on your date."

"Date?!" Ned exclaimed.

* * *

It occurred to Peter that evening, as he was side-by-side with Mr. Stark under the bottom of what the billionaire said was landing gear for some kind of jet, that he should probably have asked for permission from his boss before bringing a friend around.

"He's a really cool kid," Peter insisted as they were joining forces to crank a gear (Peter could definitely do it by himself, and Mr. Stark probably could too, but that was neither here nor there). "He's really great with computers. He's learning to do white-hat hacking."

"White-hat hacking, huh? That what teenagers doing these days instead of getting laid?"

At this point, Peter was kind of use to Mr. Stark's particular brand of wit, and could match it with his own. "Dude, TMI, man."

"Kids these days still use 'TMI'?"

"When it's appropriate." 

 ** _Clank!_  **The wheel turned.

" _Touché._ Well, sure he can come, if he means that much to you."

"Uh…" Michelle Jones' tease popped into Peter's mind, and he felt the need to clarify, "we're not…um, he's just my best friend."

"'Just a friend'? Heard that one before."

"Oh come on! Don't tell me you haven't had a best friend in school."

"'Course I did." Mr. Stark suddenly stopped moving. "Some were better than others. You know him long?"

"…We grew up together. After I moved in with my aunt and uncle. He was the first friend I made when I went to school. We've been friends ever since. He's so much fun, and he's been really supportive with…everything." Peter flailed a little, realizing that he was encroaching on awkward territory. He doubted Mr. Stark would care to hear about Peter's parents, or his uncle. "The two of us like to geek out about science a lot, and he's much better with computer programming than I am. He's currently taking AP Computer Science. Would have taken it last year, but they didn't offer it to freshmen."

" _God_ you're young," Mr. Stark said for some reason. It might have to do with the fact that Peter was the youngest intern at Stark Industries. "AP courses. Man." He handed the gear over to Peter for him to hold. "Hold these screws too. I don't run a daycare, mind, but if this kid's really better at computers than you, bring him over and we'll see what he's got."

This was actually a scenario Ned was worried about, but he already hacked traffic cameras; Peter had full confidence in his friend. "Thanks a lot, Mr. Stark."

"Oh, I'm not doing it for  _you_. I'm always on the lookout for good talent."

"Yeah, I know."

Mr. Stark elbowed him. Kind of hard too. "No cheek, Underoos."

Peter grunted. "I'm not—"

He was elbowed again. "None of that! And what's with this 'Mr. Stark' business? Are you trying to make me feel old?"

"I'm not—" but he was elbowed again, and Peter could not stop himself from bubbling up with giggles.

"Hand me those screws back, you little rascal," Mr. Stark grabbed at them. "AP courses. Jesus."

* * *

Aunt May wanted to have dinner with Peter, so he left at seven to take the train home. While stepping off one line to transfer to the E at Times Square, his spider-sense suddenly began to hum.

It was not the kind of blaring siren that had assaulted him at Union Square, but there was the urge to catch a train out of here, as quickly as possible. It was strong enough that Peter almost went along, before his brain jerked into gear.

It was rush hour now, and there were thousands of people milling about the station between the side with the 1, 2, 3 trains and the side with the A, C, E trains. Times Square was a tourist attraction and a major hub where all the trains intersect. If the bombs go off, the casualties would be much higher than before.

All at once, Peter realized that he had a huge decision to make, and if he chose poorly…people could _die_ , and it would be his fault.

If he chose poorly, he might die too.

Panic swamped his mind for a moment, so that he froze mid-step. The other commuters circled around him, most of them ignoring him; they were all absorbed in their own lives and their own destinations. They had no idea that everything might blow up around them. They all believed tonight would be like any other night.

Peter's mouth went dry as his heart began to thud.

How many bombs are there this time?

Were they  _underground_ this time?

What was he supposed to do about them?

 _Think think think think think, Peter Parker, think. You were smart enough to be hired by Tony Stark himself._ The man was out all night on Friday trying to track down the bomber, while Peter had been sleeping in bed. Peter was the one with the powers.

 _But I can't stop a **bomb**! _ Especially when he did not even know where the bombs were!

_But the spider-sense knows._

His sense's alarm was relatively mild, this time, so maybe that meant they had more time. It had been at least ten times more intense at Union Square and he had enough time to gather his aunt, go down the subway stairs, go through the turnstiles, board a train, and ride on out of there before everything went down. This…this meant that he had at least enough to do all of that too.

But how much time did he really have?

How many people could be hurt this time? Pretty much no one would be able to escape a gas attack down here, unless they were right by the exits, and even then, would the chemicals travel down the tunnels to other stations? The concussive blast would also hurt people, especially in such an enclosed area. For all Peter knew, the whole station could collapse. During rush hour.

He stared as a mother wheeled a stroller toward the stairs going down to the 7 train.

Aunt May would know what to do.

_Come on. You can make your own decisions._ _After all, other people have worked harder than you, with far less._

_But what am I supposed to do?_ _I can't disable bombs!_ That was not one of his powers!

How was Peter supposed to help anyone  _and_ keep them from finding out about his powers?

_I'm only fifteen. What if I make the wrong decision and everyone dies?_

No. He was old enough that some decisions were a no-brainer. He could at least take a look, see if he could locate the bombs and discreetly point someone toward it, or at least get people away until the vicinity was safe.

Peter inhaled shakily, clutched at the strap of his backpack, and set forth. It did not take long to realize that his spider-sense was modulating based on his position, much like it was when he was at OsCorp. It never got too high, but as time went on it started buzzing more and more intensely. The clock was ticking down.

At the platform of the 1, 2, and 3 trains going downtown, Peter came to the abrupt realization that his spider-sense was responding to the black trash cans—particularly one black trash can, hefty and heavy, located smack in the middle of the platform, surrounded by dozens of people on a packed platform as rush hour was winding down.

There was no way for Peter to search that trash can without someone noticing; even in a place like Times Square, where people could prance around naked on the streets for the sake of artistic individuality and no one would even blink, a teenager pulling a bomb out of a trash can was going to get noticed. The thing was also so heavy and big that there was no way for Peter to just lift it and go somewhere else; to be honest, those things almost looked like they could contain an explosion if they did not have those openings in the cover for people to throw garbage in.

 _What to do what to do…_ Peter's hands felt clammy, and panic was still lurking at the edges of his brain. He was almost afraid to think, because the wrong thought might freeze his brain and he would not be able to come up with any ideas at all.

Should he reveal his ability to save everyone? Was that the right thing to do? 

_Is it right to let everyone die just to keep my secret?_

What if fiddling with the bomb made it go off sooner? What could he even do to stop an  _explosion?_ He did not know how to work with bombs! Much less whatever pumpkin bomb Norman Osborn made!  _And it might not even be the same kind of bomb!_

 _Usually people bring in bomb experts for this sort of thing_. Would there be enough time to call for help?

Would there at least be enough time to at least evacuate everyone?

 _You have to act fast,_ Peter told himself.  _Stay calm. Think rationally. You can do this._ It was hard, but somehow he was managing to look collected, even if fear was starting to make his heart pound and his skin feel rubbery and numb. Whatever he ended up doing, whether it was running away and praying he was wrong, or doing something to the trash can, or calling reinforcements, it would have to be  _now._

The thought occurred to him as he looked at someone's luggage as it was being pulled along; a bright red thing that looked a little too vibrantly-colored to be all that sensible, considering that every scratch and stain would be just as eye-catching as the baseline palette.

Ever since 9/11, the subway systems have been pretty diligent about bombs and the like. Peter had seen numerous advertisements about "See something, say something" and heard the boring man's voice speak over the train's comm system:  _If you see a suspicious package…_ and etc. Peter always ignored these, even after the Chitauri attacked New York, because there were so many packages, how was he supposed to know which ones were suspicious?

But as far as he could tell, these public service messages were meant to convey that he could report suspicions without fear of retribution. If he called, at least people might be cleared from the platform, or even the station.

There was, amazingly, working payphones on the platform. No one ever used them anymore, but no one bothered to take them away. Peter reached into his pockets, nearly dropping his change as his fingers shook, and took the phone off the handle, praying that he was not too late and this was not a huge mistake.

* * *

Times Square was taped off in a kind of methodic chaos that would have been more fascinating if everyone's lives were not on the line. The bomb squad did find a pumpkin bomb in the trash can Peter had pointed out. They also found four other bombs: the Uptown A, C, E platform, the east-bound N, W, and R, the Brooklyn-bound L, and the Queens-bound 7, all of them in trash cans. Watching them locate and then neutralize the explosives was agony; his spider-sense hummed more and more and more and Peter kept wondering if he made a mistake. He should have just snatched all the bombs themselves and covered them with webbing, or something. Or thrown it somewhere out of the way, after bothering to look for somewhere out of the way. Surely his spider powers would have made all this better. It felt like all this was taking years.

But, after what felt like an eternity, the bombs were disabled, thankfully. Once it was over and everything was clear, Peter felt like he might drop dead.

That was when the questions started.

"How did you know there was a bomb? Did you see someone put it in?"

"Um, I, uh, heard this ticking when I went by."

"…You heard ticking."

"…Yeah."

"You heard the ticking over all the commotion at the station."

"…Uh…I have good ears?"

Peter did not anticipate that being a good Samaritan was so…punishing. He was questioned for an hour and a half, and with the adrenaline crash, it was all Peter could do to keep his wits together. He had to give up his name and birthday for the officers to look him up, and he had no idea why they wanted this information. His lie about the ticking sounded ludicrous even to him. The officers were not likely to suspect that he was a culprit, but they kept pressuring him to reveal more, if he might have seen someone place the explosives. They were probably hoping that by asking Peter from different angles, he could somehow produce something; there was no hint of accusation in their eyes, just a mild frustration and troubled concern, but Peter was so exhausted that he felt like he might cry just from the effort of having to speak. He just wanted to go home and curl up in his bed. Every question felt like some metaphorical knife, flaying him open. If he answered wrong, he might reveal his secrets, but he had no idea what the right answer was.

This was why it was so hard to do anything nice in New York, he thought wryly. One constantly suffers for doing a good deed around here; the better the deed, the more trouble one gets into afterwards.

At long last, though, Peter was allowed to go home with his aunt, who arrived in the middle of the interrogation. May remained quiet for the most part, silently supportive without being obtrusive. She had driven here and spent about fifty bucks to park in a parking lot for an hour, just to pick him up.

"I'm sorry," he said to her after they exited to Woodhaven.

"Why are you sorry?" she exclaimed as she flicked the turn signal to go left. "You saved a lot of people today."

"I didn't mean for you to come all the way out here to pick me up."

"Peter," she sighed, "you're my kid. Of course I was going to come pick you up." She swallowed. "I almost lost you today."

"…No you didn't." If nothing else, there was enough time to call a bomb squad in, search all the platforms  _and_ clear everyone out, not to mention disable the bombs. He had been nowhere close to getting blown up.

Though he had been worried about that, himself, at the time.

"If those bombs had gone off early, I might have." Her fingers turned white on the steering wheel. "I could have been driving to Manhattan to visit a morgue. This is nothing."

"You had to spend fifty bucks."

"Fifty bucks is nothing," she insisted, sounding a little angry all of the sudden. Then she took a deep breath and inhaled, covering her mouth with one hand while keeping the other on the steering wheel. "This is what parents do, Peter," she said in a more controlled voice. "Peter, Ben and I didn't take you in just because we had to. We knew you were ours and we were glad you were ours." She sniffed, and sounded suspiciously like she might burst into tears. "I love you so much, and I wish you felt more secure about that."

Peter felt brittle and hollow. He had not realized how terrified he had been until after everything turned out alright. Having to endure the long interrogation where Peter struggled to keep his story straight without exposing himself was like sheer torture. He had nothing left. He could not even muster up a response to her last remark.

"You saved so many lives today, sweetie. I'm so glad you made it out okay, and that you were able to get help. You did exactly the right thing."

"I know, everything turned out okay." Peter sighed, feeling too tired to talk. Come to think of it, his stomach had been hurting for a while now—he had been _starving_ , even during the interrogation.  He was supposed to have dinner with his aunt tonight, before this whole mess.

"We'll get some food in you and then you can go to sleep," Aunt May promised, reaching over with one hand to squeeze his shoulder.

Peter shut his eyes and let his head rest against the seatbelt over his shoulder.


	6. Chapter 6

Aunt May did not allow Peter to go to Manhattan the next day.

"It's probably the safest time!" he insisted.

"I don't care," was her answer. "Tony Stark had lived without you all this time; he can afford to live without you this week."

" _This week_ _?!_ "

Mr. Stark never texted Peter, so Peter never texted him, but at least Pepper took it well.

 _-I'm just glad you're okay-_ Pepper had texted. _-You are a hero! Enjoy your day off; you deserve it. Don't worry about the wage; I think you've earned some paid vacation after saving so many people yesterday-_

Ned's mother was also fine with him not going to Manhattan. "Yeah," he said to Peter, "I guess it's not happening today either way. She's really freaked out."

"You're young," said Michelle Jones. "You'll have plenty of opportunities to embarrass yourself in front of famous people."

Peter was still feeling shaky about the whole incident. Everyone had seen him on the news; the officers were not hesitant to point him out as the person responsible for detecting a bomb. Several random classmates came up to him to ask him about it, including Liz Toomes, the girl Peter sort of had a crush on before his powers developed and then Uncle Ben died.

Well, he still kind of had a crush on her.

Well, not just kind of.

But even the prospect of impressing her felt sour when he still felt drained about the whole thing, especially since everyone wanted to know how he knew and…well.

"I don't want to talk about it, alright?" he tried to get everyone to back off. It was enough that he had to endure an interrogation by police officers last night; he really did not want a repeat episode of that today, no matter how well-intentioned.

"You did a  _good_ thing," Ned exclaimed, not understanding Peter's attitude about it all. "Why are you treating this like it's a bad thing?"

"I just don't like all the attention."

"Why not?"

"I just don't, okay?" Peter ran his fingers through his short hair. "It wasn't exciting. It was bad. Everyone kept asking me how I knew, and…you know."

"Oh. But didn't you say you heard the bomb ticking?"

"Look, I already had to answer a ton of questions from the police. I don't want to answer any more questions."

"I don't get it," Ned looked at him in concern. "You're a hero. Wasn't that what you wanted?"

"I wasn't a hero," Peter insisted. "I'm just a regular kid. All I did was pick up a phone and call a number."

"But…" Ned lowered his voice, "you _saved_ people."

"That has nothing to do with who I am," Peter rubbed his face. "I didn't  _earn_ these powers. I just happened to know. And all I did was pick up a phone. If someone else had my powers, they would have easily done the same." Or more. Most likely more. "Look, just drop it, alright?"

Ned did, but Peter could always count on Flash rubbing it in as soon as the jerk sensed that Peter was uncomfortable with the subject.

"Why's everyone going nuts over Parker anyway?" he complained loudly. "All he did was pick up a phone. It's not like he did anything special."

"Oh please," Michelle Jones drawled, "as if you wouldn't have high-tailed outta there at the first sign of trouble."

"Uh, I think I can afford to pick up a phone and dial a number."

"Even if the bomb might go off in the next two seconds?" someone else challenged.

"Did you see how long it took for them to get all the bombs and deactivate them?!"

"Yeah, but Peter didn't know that."

 _Not true. I knew._ Peter rubbed his face. 

Or at least, he guessed. He supposed he really did not know for sure.

"You don't know that I would have run," Flash sneered. "I probably would have gone  _with_ the bomb experts. Teenagers have better hearing than adults. I would have gone around, listening for the ticking."

"Yeah, right."

"Besides, someone else might have heard the ticking too," Flash rolled his eyes. "Everyone's treating Puny Parker like he's some kind of  _hero_ when he didn't even do anything. Picking up a phone and crying for help. How did you do it, eh? 'H-h-h-hello? Um—um—ah—ah—help!'" He pitched his voice high. "'I'm so scared!' That was probably what he sounded like."

Peter had a hard time getting his pencil off his fingers for the next ten minutes or so. Ned rolled his eyes at Flash and remained a solid support next to Peter whenever they shared classes. Peter did not say a word to Flash, nor did he answer any questions; jealousy was an ugly thing to handle, he decided, and part of him regretted coming to school.

To add to the madness, Harry Osborn randomly invited Peter over to his place during Spanish.

"Uh," Peter exclaimed awkwardly, "I can't today, and I have the Stark internship on other days, but I'll see, okay?"

"Okay," Harry agreed, staring at Peter with a sort of anxiety that had Peter wondering if there was a legitimate reason the boy was inviting him over.

Aunt May picked him up from school, citing that her work ended early; more likely, Peter suspected, she just wanted to see her nephew safely home after the sort-of-close-call yesterday. They went out for dinner for Thai.

"Are you alright?" she asked.

"Yeah," he replied, subdued. He had not expected to feel this wretched when (almost) everyone was congratulating him on a job well done. "Just…tired."

"I know," she said sympathetically. "Eat up, and we'll go home."

The next day, Peter went to decathlon practice, where Liz led the session, reading from the question bank. Michelle Jones sketched while ignoring everyone unless a question was directed to her. Ned sent texts to Peter about the miniature camera, which Peter only looked at with half-hearted interest.

_-You think we can work on this while we're at the Stark Tower?-_

_-Dunno-_

"Are you two paying attention?" Liz demanded.

"Sorry, Liz," Ned tucked his phone away, only to pull it out later.

On Thursday, Aunt May finally allowed Peter to risk going to Manhattan again; at this point, the whole subway system had security and German shepherds everywhere. Times Square and Bryant Park were both closed down, though there were shuttles to help people reach their connections, and Grand Central was still open (though heavily fortified). Peter offered to take Ned with him, but Ned backed out, apologetic.

"Tomorrow, for sure," the other boy insisted. "I really need to study for my economics test tomorrow; all this marginal revenue and marginal profit and everything—I keep getting them mixed up."

"Sure," said Peter; studying was never an invalid reason for anything, though he did want to see what Ned looked like when he finally met the boss.

It turned out, however, that it was just as well that Ned did not come along. Tony Stark had left the country a couple of days ago, and had yet to come back.

"Where did he go?" Peter asked one of the researchers.

"Dunno. It was for something important though."

"…" Peter felt something like a spider-sense creep up under his skin, except this was dizzying and made him feel nauseated. "When is he coming back?"

"Not sure."

"Do you think it's for the bomber?"

"Dunno."

 _Okay._ Tony Stark had other obligations, after all. Norman Osborn was not necessarily a priority. Doubtless there were others around to handle the situation and continue the investigation. Maybe he was even working on it by leaving the country.

That sounded far-fetched.

 _-This sucks-_ he texted Ned.  _-Stark is out of town. Out of the country. I hope he comes back soon because Osborn's still around-_

He was helping to debug code for an AI of a plane, musing wearily that Ned would be so suitable for a project like this (Peter knew how to debug like any self-respecting programmer, but he hated debugging; one time he spent thirteen hours looking for whatever was crashing his code, and it turned out to be a semicolon that got replaced by a colon) when it occurred to him that Ned never texted back.

 _-Poke-_ he texted.  _-I'm programming an AI. You're taking over this one when Mr. Stark hires you-_

He found the bug and was checking to make sure there were no more memory leaks when Ned finally texted back.

- _Have you seen Harry Osborn at school lately?-_

Peter stared at the segfault message that popped up at the bottom of the command terminal. He had honestly not been paying much attention to Harry Osborn's presence, or lack thereof.

_-Don't think I've seen him. Why?-_

_-So on Tuesday, he asked to borrow my textbook because his was missing pages,_ _and he took it home with him. Never gave it back.-_

- _Oh. Snap. Has he contacted you? Were you able to get in touch with him?-_

_-We don't have each other's numbers. I hardly even talk to the guy, it was weird that he even asked for my textbook. He was sitting so far away from me anyway, he could have asked someone else, but I didn't think much of it because…you know?-_

_-Well…I can share the number with you.-_  Peter had the number because of the project they had worked on.

_"Thanks man.-_

After Peter wrapped up, Ned texted again. _-Didn't respond. I texted Sam and asked her to send me photos of the chapters-_

_-Did you call?-_

_-Yeah, left message-_

_Huh._

Harry Osborn was definitely absent on Friday, and upon a quick cursory inquiry, Peter discovered that the teen had actually been absent since Wednesday.

"Well, at least I looked over the chapters," Ned remarked wryly.

"It's weird that he hasn't responded to you. And he missed the test anyway."

"Yeah."

"What if he's in trouble?"

Peter had said it idly, but after he heard himself, he really started to worry. Unlike Peter and Ned, Harry did not have the luxury of avoiding Norman Osborn. Up till now, it seemed more like Norman Osborn was avoiding Harry, but if the man changed his mind, it was not like his teenage  _son_ could do anything about it.

"You think he's in trouble?" Ned blinked. "You think his dad did something to him?"

"Maybe?" Peter whispered in a hushed tone.

Were they going to have to scout out Osborn's manor?

But then Harry finally texted Ned back.

_-I'm good. Got really sick, but should be better by next week. Sorry about the book-_

"Well, at least you're not dead," Peter grumbled in relief, when Ned showed this to him.

He spent about one hour working on the AI at Stark Industries, and then another hour working on fitting together a model wing. At around five-thirty, Peter was hungry, so he left the lab to find something to eat. After having a snack, he went to the workshop because he had not said hi to Dum-E for a while, and maybe he could grab some materials to work on the camera with Ned over the weekend.

The workshop was locked. He should have figured that, since Tony Stark would hardly allow anyone to just stumble into it while he was not there. But as Peter turned around, he suddenly heard voices.

 _"It looks like a neural network,"_ said a voice Peter had never heard before.

 _"Well, I'll be,"_ said Mr. Stark.

 _…Okay._ So Peter was not the only person Tony Stark brings down to his lab. Peter was surprised by the twinge of jealousy he felt. It soon passed, because this was Mr. Stark's workshop and he could bring in whomever he wanted. Peter should be glad the billionaire was willing to bring in a fifteen-year-old punk kid.

 _"…stored **inside** the gem,"_ Mr. Stark was saying, and there were a few more words Peter could not catch, even with his enhanced hearing, followed by  _"…can extract it?"_

He approached the closed door and cautiously laid his ear against it.

 _"This could be it, Bruce,"_  Mr. Stark exclaimed. _"This could be the key to creating Ultron."_

_"I thought Ultron was a fantasy."_

_"Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol."_

_"That's a mad-sized 'if'."_

_"Our job is 'if'."_

_"Sir,"_ the British guy interrupted,  _"I feel compelled to notify you that…"_ his voice went low, but Mr. Stark's voice became loud.

_"What? Jesus, he's really like his namesake, isn't he?"_

_"What is it, Tony?"_ the guy named Bruce asked.

 _"Move that to the side and out of the way."_ Mr. Stark's voice was approaching. Peter heard steps on the stairs leading up, and then the door opened.

"Hey," said Mr. Stark.

"Hey," said Peter.

"What are you doing here?"

Peter could only blink wordlessly, shaken. Mr. Stark had never sounded that hostile to him before.

The man then swore. "Christ. What was I thinking? Forget I asked. Bruce, baby, put our  _very hazardous ingredients_ away for a minute. There's someone I want you to meet. Didn't figure you'd be here, Underoos. Don't people skive off work when the boss isn't around?"

"Um," Peter shifted awkwardly. He hated when people did not want him around, and this felt very much like Mr. Stark did not actually want him here. "Sorry, I didn't realize you were back and, um, busy. I can come some other time."

"No, stop right there. No. Don't look at me like that, I feel like I kicked a puppy and spat on it. C'mere. Get that scrawny butt over here. Bruce, honey, are you done?"

 _"Is this the kid Rhodes was making fun of you about?"_ Bruce called from below.

"Why am I friends with any of you?" Mr. Stark sounded put out, but he still tugged the dumbstruck Peter by the shoulder to go down the stairs. "Dr. Bruce Banner, meet Peter Parker, A.K.A. the kid that's gonna…but that's way into the future. Hopefully."

"Hello, the kid that's gonna, way into the future," Bruce Banner deadpanned, while Peter gaped at him.

Bruce Banner was a huge name in the sciences. Peter and Ned use to geek out about him and his works. Neither of them had any idea what he looked like, though. In the flesh, Dr. Banner was actually very unassuming. His features were soft and kind, and there was a hunched look about him that contrasted sharply with his prestige.

"Hey hey hey. You're allowed to make fun of me; you're not allowed to make fun of him. Only I'm allowed to make fun of him. And maybe Clint."

"Wow, Rhodes wasn't kidding," Dr. Banner noted for some reason, before holding out a hand. "Hello, Peter. Just call me Bruce."

"Hi Dr. Banner," Peter squeaked like an idiot. "I-I-It's an honor to meet you—I'm  _so_ sorry for interrupting you guys; I really didn't know anyone was here!"

Dr. Banner was waving him off. "That's not your fault. You weren't doing anything wrong. Tony's just being an overprotective hen"—Mr. Stark squawked at this—"and didn't want you exposed to what we were doing."

"What  _are_ you doing?"

"Working with very hazardous ingredients," Dr. Banner looked at Mr. Stark with some mild amusement.

"That can make a neural network?" Peter asked, puzzled. As far as he understood, neural networks were all in computers. Why did Mr. Stark ask Dr. Banner to put away things that sounded like dangerous chemicals?

The two men paused at this.

"It has to do with mixing inorganic and organic programming," said Dr. Banner.

"That sounds…so cool! I don't get it, but it sounds really cool. Can I watch?"

"It's dangerous, short stuff," said Mr. Stark.

Peter suddenly had a wicked idea. "I can wear armor and watch."

"Are you—did you seriously just insinuate wearing one of my iron suits to do an experiment?"

Peter grinned at Mr. Stark. "Well, you have so many of them, they're just sitting around. Besides, if it's so dangerous, wouldn't that kind of make sense?"

Dr. Banner was letting out bursts of air from his nose, like he was laughing while managing not to make a sound.

Tony Stark, for the first time since Peter met him, seemed at a loss for words.

"Why you…well I've never—you audacious little brat!"

"He has a point," said Dr. Banner, sounding like he was a blink away from laughing outright.

"Don't you encourage him!"

"He reminds me of you."

"I said don't encourage him!"

"Where did Tony find you?" Dr. Banner asked Peter.

"Uh…"

"Okay, I've changed my mind. Forget all about Bruce; he's a boring old coot." Mr. Stark was herding Peter away even as Dum-E, alerted to Peter's presence, was wheeling over to greet him.

"Seriously?" Dr. Banner remarked wryly.

"You're fifteen years old," said Mr. Stark. "There's still ample opportunity for you to become as cool as me. Don't let the Bruce Borer drag you down."

"Oh, that is so original," the doctor called up sarcastically.

"Wait," Peter exclaimed, "I just want to see—what's Ultron? And a neural network? Is this like an AI? I'm working on programming an AI, it's just for a plane but can I see how this one works? It sounds like it's more advanced—"

"Peter. Hazardous materials. It's a Friday night. Get out of here and go spend time with your friends."

"I'm—" Peter blinked, and suddenly remembered that Mr. Stark did not actually want him here. "Oh. Okay."

The man must have heard the change in tone.

"Oh come on, don't do that," Mr. Stark complained. "You're making me feel guilty for doing a good thing—how on earth do you do that? I have enough bad things to feel guilty for. What do you want me to do—oh, you know what, I know. Come over tomorrow. The workshop should be free. We can hash out some projects together."

That sounded like some kind of pity-reward.

"It's okay," Peter tried to inject some levity into his voice. "I don't mind. I know you have important things to do."

"You're a horrible liar," Mr. Stark scowled at him. "Tomorrow. I promise. Stop it! You're making me feel bad and I'm not supposed to feel bad about this!"

Dr. Banner had come up the stairs.

"Are you seriously whining at a teenager for your own screwup?"

"Why am I friends with you again?"

"What Tony is trying to say," Dr. Banner said to Peter, "is that while what we're doing is very exciting, it's not something someone your age should be exposed to. You're still growing, and at your age, you're more vulnerable to certain things, like  _radiation—_ "

"Ah, yes, that is exactly right—"

"—certain chemicals and compounds, so it's safer if you stay clear of the workshop at this time."

Mr. Stark looked at Peter and pointed at his fellow scientist. "What he said."

"Oh." Peter blinked. That…actually made a lot of sense, and made observing whatever they were doing a lot less appealing. "Okay then. Why didn't you just say so?"

Mr. Stark opened his mouth, but Dr. Banner beat him to it; "Because he's an idiot."

The former looked at the latter with an expression of horror. Peter could not help but crack up. It figured that someone like Dr. Banner would be able to get away with calling Tony Stark an idiot.

"Why am I friends with you again?!" Mr. Stark demanded.

"Because you can't live without me," Dr. Banner teased, while extending a hand to pat Peter on the shoulder. "Enjoy your weekend, Peter. It was very nice meeting you. I'm sure I'll be seeing you around."

"Thank you Dr. Banner!" Peter beamed at him. "It was so nice meeting you too! Um, do you mind if at some point I also introduce you to someone? Friend of mine—" Ned was going to implode—

"Oh God. No." Mr. Stark herded Dr. Banner away. "There he goes. Everyone is a thief! How many times do I have to say this?"

"It'll be my pleasure, Peter!" Dr. Banner called over his shoulder.

"Stop stealing my intern! Short stuff, go home!"

"Didn't you steal him first—"

 _"He was up for grabs! He's not up for grabs now—"_ and the door shut.

 _What a bunch of wackos,_ Peter thought. He considered trying to eavesdrop again, but decided not to; whatever this was did not sound like it was worth frying up Peter's genes even further. 

* * *

Saturday morning, Peter received a text from Harry Osborn.

- _Help-_

Peter desperately wanted this to be a "Help" for something like homework, but when he texted back, Harry did not reply. Nor did he answer his phone when Peter tried to call; the phone seemed to be turned off.

Aunt May wanted to call the police, but Peter pointed out that it would essentially be sending police officers to their deaths, not only because they did not know if Osborn had pumpkin bombs sitting in his manor, but also because the man was enhanced. It would also be difficult to explain why they called the police when all Peter got was a single word as a text message.

Ned determined that the location of Harry's phone at the time of his message was at the manor. It had since stopped pinging the satellites.

"He might really be in trouble," he said to his aunt, who worried her lip and looked generally unhappy about this.

"It could be a trap."

"How?"

"He could be working with his father. It's his dad," she pointed out. "He might be trying to lure you in. After Monday, you were on the news. Maybe Osborn thought it was fishy."

_Oh. Crap._

_"So do we wait?"_ Ned asked from Peter's bluetooth; the other teen was working from home, where he would have the hardware capacity.  _"Like, he could be in trouble right now!"_

"I know!"

His aunt looked as troubled with indecision as Peter had been in Times Square.

"I can just have a look," Peter insisted. "I have my web."

"He's seen your web."

"Yeah but he wouldn't have worked with it for too long. It only lasts 3 hours. It's not like he could synthesize something that works against it when it breaks down by itself."

"He might. Osborn is smart too."

But in the end, even May could not justify inaction when someone might be in trouble.

"Here's the story," she instructed. "Harry texted you about schoolwork; another Spanish assignment. You are going to collect Harry and work on it at a Starbucks. I'm offering to drive, but I have to be somewhere in about fifteen minutes. If Osborn gives you trouble, say that Harry is your wingman."

"Wingman!"

"For a Starbucks barista."

 _"Oh my God,"_ said Ned, sounding like he did not know whether to laugh or cry.

"Ask to have Harry come out," said May, "and don't go inside the manor at any costs."

"Okay," said Peter.

"I'll be parked right outside."

"Okay."

His aunt was scared, which made Peter scared.

 _"Just don't go inside,"_ Ned pointed out.  _"You'll be fine."_

Except when the time came, Aunt May pulled up on the corner of the block, and Peter went past the rose-vine fence in front of the house to head to the front door. As always, whenever Norman Osborn was involved, his spider-sense tingled and buzzed unhappily. After ringing the doorbell, it started spiking, and Peter started hopping on one foot and the other to shake off the excess energy.

He was prepared to face the butler, or some servant, or even Norman Osborn himself.

He was not prepared to have the wind knocked out of him as something very big, heavy, and  _green_ plowed right into him.

Peter blocked the first fist by accident. The next one, he saw coming. He looked up to see yellow eyes surrounded by a grotesque, green, warty skin.

It roared, spittle flying into Peter's face.

Peter punched, using all his strength. There was a horrid  ** _crack_** , and the creature's head swung to the side from the force. When it turned back, its jaw was hanging loose from its maw, and it looked disoriented.

Peter punched it again. There was a similar crunch, and dark green blood spurted out of its flaring nostrils.

It let out a pitiful whimper and slumped to the side. Peter wiggled his way out from under it, panting. Some of the blood had gotten on his lip, and he was spitting desperately to get it out. The creature was heavy, but it went limp and toppled over to its back. Peter shot to his feet, heart hammering. He stared at the thing.

_What **is** it?_

It had a vaguely humanoid face, but at least twice as big. It had a sharp, pointed chin, and a broad, bulging forehead, with protruding brows. A narrow nosebridge went from its forehead to the nose, now crooked because Peter had broken it. Its bile-green skin was covered with warty growths, and it had no neck, broad shoulders, broad arms, and rigid, thick abdominal rectus muscles. All in all, it looked like some kind of…goblin. On steroids.

But even before his eyes, the skin was becoming less green. The muscles were less bulging. The chin was becoming less pointy.

Peter gaped as the thing shrank down, looking more and more human and less like the monster that initially greeted Peter.

"Bravo."

Peter looked up.

Norman Osborn was eying the creature with raised eyebrows, looking casually impressed. He had an arm wrapped around Aunt May's throat.

"Knew you would show your true colors sooner or later, Peter Parker," Osborn smirked. "Let's go inside and have a nice, long,  _chat_."

**Notes for the Chapter:**

> Norman Osborn is evil and so am I mwahaha ;)


	7. Chapter 7

**Notes for the Chapter:**

> Upping the stakes, guys. Let's see where this takes us.

"I knew there was something very familiar about you," Osborn remarked, mostly to himself. "Please, Peter, have a seat. We needn't spend all this time standing."

In the living room, there were two bodies. Both of them looked like members of the house staff. They were crumpled on the floor. One was surrounded by a giant puddle of blood. The other was not. Neither moved, though. Peter could not look at them.

"I'm fine, thanks."

"Peter get out of h—" Aunt May choked as Osborn tightened his grip.

"Oh, you know better, Mrs. Parker. There's no way your nephew would leave you, which is why we can make ourselves more comfortable while we talk."

He gestured to the sofa behind Peter. "I insist."

Peter sat.

"Let her go," he said in a voice that seemed to come from outside him. "She doesn't know anything. She has nothing to do with anything."

"That's not the point, is it?" Osborn returned mildly. With a thumb, he stroked down her cheek. Aunt May did not react. "You are a pretty thing."

Peter clenched his fists. "What do you want?" he demanded, hoping to get Osborn's attention off her.

It worked.

"I initially wanted you to work for me." Osborn lowered his hand and looked at Peter. "I foresaw great things in you, Peter. Very great things." He inhaled. "Pity that Stark managed to snatch you away, although after Monday, it all started making sense; nice move with the haircut and bandaid, by the way. I really didn't suspect you until you appeared on the news. 'Heard ticking'. My bombs don't 'tick', Peter."

_Crap._

"Why do this at all?" Peter asked. "You're rich. You're powerful. Why risk all of that?"

"Risk?" Osborn's eyes darkened, and there was a harsh glint to them. "I decide what is a  _risk,_ boy!"

"You didn't answer my question."

"You wouldn't understand," Osborn's voice became milder again, though his eyes remained manic. "All you see is cool little gadgets. Play and frolick. High school woes. That web of yours; that is not physiologic—you made that yourself, didn't you? That wasn't Stark's product. You had that before you met him. In any case, at fifteen years old…there is still so much you don't know of the world." He bent his head near Aunt May and seemed to sniff her hair. "You don't know," he murmured in her ear, "what true power is."

 _Stop,_ Peter wanted to cry. His body vibrated with impotent rage.  _Stop touching her. Stop holding her._

"Even I did not understand," the madman went on. "When I was your age, true power was money. Was authority. It was having the  _strength_ to take what you need, what you want, no matter the odds. Having a goal, aiming, and shooting without hesitation. But so. Many. People. Get. In. The.  _ **Way!**_ " he roared this in May's ear. Peter nearly jumped. His breath quivered in his throat.

"Not just enemies, oh no. Enemies, you can count on. It's your allies," Osborn hissed. "Fathers who are useless drunks. Mothers who are weak little rabbits. Wives who die after having only one child. Sons…who can't even  _read on their own!_ See, these are supposed to be people on your side, your side, you see, Peter, the ones you count on, the ones who are supposed to be there for you. And then you come along, and oh, what a sight," something  _warm_ flooded Osborn's gaze. May trembled in his hold, face pale and eyes glassy with unshed tears. "Bright little youth you were, full of  _spirit._ Naïve, but…who isn't, at your age? You, out of all people, would know what it's like to have others fail you. Your parents abandoned you to your aunt and uncle, and didn't your uncle leave you too? Now it's just May. Lovely, lovely May. She's the only one who has remained true to you."

Peter gritted his teeth as Osborn pressed a hand to her lips. May looked like she wanted to bite him, but managed to rein in the impulse.

"I had such high hopes for you." Osborn turned to Peter again. "But then you betrayed me too. Running to _Anthony Stark._ He's a master of treachery, you know. He use to run an honest company, but had one little hiccup and now he's making  _suits._ Suits! That only he and his best friend can wear! And somehow, this pigheaded society has decided that he's the one to defend us from war! Fools, fools…" he trailed, and smirked. "They don't know, my child, there is always war—mankind thrives on war, for there is no business in peace. There is no _point_ , in peace. Once you have peace, it's game over. There is nothing left to fight for, nothing left to live for. We all must  _struggle_ to survive.

"Still, with everyone rushing toward this pointless goal, that is _my_ chance to wipe out the weak. True power means  _no_ one gets in the way. Not even bright youngsters like you. Little fool…ah, well." He tilted his head. "My first inclination was to simply kill you, but I had a better idea. You're one of those good sorts. Your Aunt May is the only one you've got. And you…have a way in to Stark Industries. Even to Tony Stark himself, word is."

Peter's stomach dropped. He had an idea of where this was going. He was not stupid.

"Tony Stark recently returned from Sokovia. Word has it, he brought something…with him. Something related to the Chitauri invasion."

"…I don't know anything about that."

"I  _know_ you don't," said Osborn. "It doesn't matter what you know now. It's what you're willing to learn." He reached his other hand up to stroke Aunt May's hair, and Peter thought he was going to be sick. Aunt May was staring unblinkingly at Peter, trying to communicate something with just her eyes, but all Peter could see was his mother in the grip of a monster, and he was unable to do anything to save her.

"You are going to find this Chitauri artifact," said the crazed billionaire. "Your aunt and I are going to spend some quality time together in the meantime. Don't worry about hurrying; you can take your time as we get to know each other. Oh, and if you do get the daft idea to get Iron Man or Captain America involved, here's a little incentive."

He took out a syringe from his pocket, uncapped the needle with his teeth, and plunged it into May's neck.

"No!" Peter cried, lunging, but Osborn twisted himself and his aunt out of the way. The syringe clattered on the carpet, already half empty.

"Ah ah ah, I wouldn't do that. I'm much closer in proximity to her; which do you think is more likely, me breaking her neck right now, or you wrestling her from me before I do so?"

Peter inhaled, wishing he had the Superman power of firing laser beams from his eyes. He would cut Osborn open with his glare if he could.

"She'll turn into that freak you saw if I don't give her the antidote within the hour," said Osborn. "and once she does, there's no turning her back without mortal injury. Don't worry; as long as you behave, I'd much prefer your aunt as she is now: warm and supple, but I'll be giving her more doses to restart the clock so as to keep _you_ in line."

"Peter," his aunt whispered, shuddering with silent sobs. "Peter, don't—"

"Shhhhhh," Osborn hissed in her ear. "Your nephew has work to do." He looked at Peter and smirked widely. "Go on, boy."

* * *

At the front door, the creature Peter fought had turned completely human. He was still crumpled on the ground.

Peter took a chance and rolled him over.

It was Harry Osborn.

Peter leaned back a little as the other boy whimpered. His face was covered with green blood, but what skin was not covered was an actual gray, like Uncle Ben's face when he died in Peter's arms.

"Dude," Peter whispered.  _No no no no no._

Harry looked up, eyes bleary and filled with tears of fright.

 _Okay. Okay._ Harry is alive. They had to leave before Norman Osborn found them.

"Dude, we have to get out of here. Can you stand?"

The other teen's eyes fluttered closed.

 _Crap._ Peter had hit too hard. He had not realized he was punching  _Harry._

They needed to leave.

Heaving a breath, Peter lifted Harry up, bridal style. Harry's head lolled over his shoulder, jaw still sickeningly loose and his whole face was swollen. Blood continued to stream from his nostrils; it was red now, and when it mixed with the green, it turned brown.

Aunt May's car was still parked on the corner, but the roof had dented in, as if something heavy had fallen on it. The door on the passenger's side had been torn off.

Peter's eyes watered at the sight. _Aunt May._

He grit his teeth, wavering on a decision. He could leave Harry here, pretend he was in an accident, but if Osborn came out, then he might capture his son again. If he took Harry over to the emergency room, someone had to stay with him, and…

"Ned."

_"Peter! Oh my God oh my God oh my God—"_

_"_ "I'm taking Harry to the ER; you need to be there."

_"You found Harry?"_

"I need you to meet me at the ER," Peter repeated.

 _"Okay, okay okay okay, I'll be right there. Oh my God."_  

* * *

Ned was waiting next to the hospital.

"Oh my God," he said to Peter.

"Can you stay with him? I need to go."

"Dude, we need to plan."

"He  _has_ my aunt, and—" he remembered how Osborn was stroking her cheek and her hair and wanted to cry. He had already wasted too much time bringing Harry around.

"Dude, what the hell!" Ned exclaimed. "You can't just rush in there—also, I can't carry Harry the way you can!"

Peter grit his teeth, but saw Ned's point. He went over to where the ambulances were and set Harry's feet down.

"Someone help!" he called out.

Harry shuddered in his arms.

"It's okay, Harry," Peter murmured. "You're okay. You're safe."

One of the EMTs swore as he ran over.

"What happened?" he exclaimed as he helped Peter steady Harry on his feet. Harry was not supporting his own weight, and his head rolled to the side, nearly tipping all of them over.

"I found him like this," said Peter, before letting go and whirling around.

"Hey, wait!" Ned called out.

"I need to go," Peter said with far more calm than he felt. "I need to get to Manhattan asap."

Ned approached as other EMTs helped support Harry, while one went to fetch a stretcher. "You're going to steal something from Stark Industries?" he whispered.

"If that's what it takes."

"Peter, Stark and Osborn both deal with  _weapons_ ," Ned pointed out. "If you steal something from Stark and hand it over to Osborn—I mean, the dude's already been blowing people up. If he gets a  _Chitauri_ weapon, we're all screwed!"

Peter turned to him at the driveway, tears welling. "Well, what am I supposed to do?" He had already lost Uncle Ben, and his aunt was the only person he had. Without them, he was nothing more than the orphan he had been before they took him in.  _Am I really supposed to give up Aunt May as well?_

"Should you tell Tony Stark?" Ned asked.

"He injected my  _aunt_ , and she's going to turn into that thing —he's not going to give her the antidote if Iron Man shows up!"

"So what, you're going to hand over a dangerous weapon to Crazy Osborn?"

 _Oh my God, oh my God_ …Peter wavered.

"I have to go to Manhattan either way. It might not be a weapon. I don't know what it is."

"Peter—"

"I won't do anything to put others in danger," Peter turned around. "You have me on audio."

"Peter, wait!"

Peter ignored him and launched forth, wiping his face. Crying while riding the subway was going to draw attention, and he could not bear that right now.

* * *

While on the way, Peter was thinking.

Tony Stark returned from Sokovia with something Osborn wanted. Chances were, this was whatever he and Bruce Banner had been working on. If there really was some risk to Peter's health, it was well worth it to save his aunt, but he needed to get to it without letting the other men know.

He could go in, pretending he was accepting Mr. Stark's invitation; that was the easiest way into the workshop, but Mr. Stark made it clear that he would be clearing away the project. He had to go to the workshop while whatever "hazardous ingredients" were still there, which means Tony Stark  _cannot_ know that he was coming.

He had the beginnings of a plan by the time he arrived at Columbus Circle. In the daylight, Stark Tower gleamed. It was largely empty, though, given all the employees were off for the weekend.

For the past two weeks, Peter had been coming here for  _work._

 _That's not going to last much longer._ Probably not at all.

He circled around to the side, flashing his ID at the security guard, and then went around to the restrooms. One could always count on the vents here, and though Peter never thought to track them, he was pretty sure he could find the workshop, eventually.

Meanwhile, Ned was frantically giving him updates.

 _"I'm in his email,"_ his friend announced.  _"Thank God Norman Osborn sucks at cybersecurity because his password's literally one through six."_

"How's Harry?"

_"He's taken to…trauma, I think? I don't know, they didn't let me in. I told them I didn't know what happened because you were the one who saw him and we found him like this."_

"Just keep to that story."

 _"Looks like he's involved in some litigation. These are his lawyers…w_ _ell it answers **that** question. _ _I guess Iron Man and Captain America took your graffiti seriously."_

_Whatever good that did._

Peter made numerous false turns in the vents; unlike at OsCorp, he could not rely on his spider-sense to point him in the right direction, at least not until he actually arrived near the workshop, when the sense started buzzing.

When he finally arrived, he looked through the seams. All he saw was a workbench; he could not see anything else.

Mr. Stark was talking to someone though.

_"What is he doing in the bathroom for so long?"_

_"I can't say, sir,"_ said the British guy.

_"…Something's wrong. He didn't look right when he came in."_

_…Are they talking about **me**?_

_"Cameras detected perspiration and dilated pupils suggesting the boy was under distress upon his arrival."_

_Oh my God._ There were cameras. Mr. Stark saw Peter go to the restroom and not come out.  _Crap crap crap crap crap._ Peter should have thought of that. Not that he necessarily would have known what to do differently. If he waited till nightfall, who knew what Norman Osborn could do to May in that time.

He will just have to be content with jail. Or worse.

_"Jarvis, let me know if he comes back out. I'm going over there to take a look. Also if he shows up elsewhere; I don't see how but I wouldn't put it past him at this point."_

_Oh God._ Peter wanted to sob.

Tony Stark's head went past underneath, as the man approached the stairs. Peter listened for any other sounds. Where was the British guy? Was he staying? Peter did not hear any other footsteps.

After waiting for a moment, and there was absolute silence, Peter gripped the vent opening and tugged it out. He tossed it across and jumped down, his web ready to fire—

There was no one in the workshop.

Peter looked around, listening closely, keeping his breathing as controlled as possible, but there really was no one in the workshop.

Did Mr. Stark have someone on speaker or something? That was kind of weird, but Tony Stark has done weirder things before.

Assured that he was alone, Peter turned to the object in the room that he had ignored until now—

"Whoa," he gasped.

 _Okay. It's some kind of…scepter._ That definitely looked Chitauri, or whatever. There was a blade at the head, within which was embedded a glowing blue crystal. It had a long golden grip that was balanced horizontally on two stands.

Peter released a shaky breath. "Guy in the chair, I found it."  _And it was not some kind of computer, or whatever mix of inorganic and organic programming._ Stark and Banner must have made it up. He tried not to feel hurt by this; this was clearly an adult thing. Still, it would have been nice to just be told that something was classified and above his pay grade, rather than be lied to.

 _"Oh my God—w_ _hat is it?"_

"It's a weapon," Peter stared at it. His spider-sense was buzzing. "It's…it's dangerous."

Ned swore.

"I-I-I think they're studying it. Hold on, let me see if I can find any clues."

A lot of information was actually open and accessible. Peter brought up the digital screens and looked at some of the notes. His panicked brain refused to process most of the stuff about minds, information exchanges, energy bolts, and something about the neural network that Stark and Banner mentioned the previous evening, but he could guess at the overall picture. This thing was alien. It was powerful. It should not be in the hands of Norman Osborn.

Tony Stark might come back anytime now, while Peter had been messing around with the computers; by now the man had to know that Peter was no longer in the restroom. Whatever he ended up doing, he needed to get the scepter from the workshop first. Peter reached for it, but his spider-sense forced his hand back before his fingertips could touch; the reflex was so strong that Peter could not get closer, no matter how he tried.

 _Damn._ Dr. Banner had not been kidding about this thing being possibly harmful to one's health, if even trying to touch the thing had his spider-sense yanking his arm back like a reflex arc for a burn.

_What to do what to do…_

Maybe he could cover it up in a web. Spiders often wrap their prey in web to save for later. Peter could wrap the scepter up too.

He jumped up to the ceiling. Upside down, he shot a strand at the scepter, lifting it off the stands. He shot another to twist it, and started turning the scepter, coating it. The scepter dangled, and it was hard; Peter gritted his teeth at how long it was taking, but eventually he started to get the hang of it, and the white silk was covering the handle.

He coated it enough to grab at it without actually touching it, and then glanced up at the vent. And then noticed Hawkeye, standing at the bottom of the stairs, arrow pointed right at Peter.

 _Crap._ He had been so focused on coating the scepter, he had not even heard the man come in.  _And the guy is as silent as a mouse._

_Silenter._

"You don't want to do that," said Hawkeye, or Clint Barton, or whatever his name was.

Peter pressed close to the ceiling. He was still upside down, the scepter in his right hand.

"That thing is dangerous, both to the wielder and to those you wield it against," the man went on. "Put it down, kid."

Peter's lips thinned. He honestly had no idea what he was supposed to do in this situation.

"I know you're in trouble," Hawkeye continued. "Tony knows too. He's on his way. We can talk, alright? Whatever is going on, we can help. Just set the scepter down."

Peter was so tempted; Hawkeye had already seen him use his wallcrawling abilities. His secret was out, and if he could get help…it was worth it.

But what would they do? Norman Osborn was crazy, and he had his aunt, and if Iron Man showed up, or someone else showed up, he could just snap her neck—and then there was the antidote, which hopefully Osborn had given her, because it had already been an hour.

A long, dreadful hour.

"I'm a dad," said Hawkeye, sounding very calm the way all adults seem to when they talk to Peter. "Two sons, one daughter. My eldest son is not much younger than you. He can be a little troublemaker. Smart as hell, though. You're like him."

"What," Peter croaked out, "a troublemaker?"

"No," said Hawkeye. "Innocent. That is something precious, in our world."

Peter was afraid to move. "I don't suppose you can just let me go and pretend you didn't see me."

Ned uttered a curse.

"You know better than that." Hawkeye leaned his head back, though his arrow never wavered. "I know you have abilities. That webbing is quite something. Is that something your body produces or did you make it? Because Tony insists that you must have synthesized it; we didn't get a good chance to study it before it dissolved."

"Uh…" Peter looked at the opening into the vent, "would love to chat about it, but I have to go. Kind of on a timer here."

"Yeah?" Hawkeye's eyes narrowed. "Are you trying to get back to someone? Is it your aunt?"

Peter looked back at him.  _How do adults know everything?_ Whatever happened to that stereotype where adults do not get teenagers? Was every adult around Peter psychic or something?

"Look, you're in way over your head here, it's obvious. We can help. You won't get into trouble, I promise. You're a good kid. Everything that happened here can stay in this room."

"Only if I turn myself in."

"You're not turning yourself in. No one's arresting you," Hawkeye's voice became even gentler. "You're in over your head. Believe it or not, I've been there. So has Tony. Everyone's made the wrong decision because they think it's the only one. It doesn't have to be this way. Tell me what you're up against. Is it your aunt?"

He was asking.  _So he doesn't actually know. He's guessing._

There was a clank of the door opening, and Peter realized it signaled Tony Stark's arrival.

Iron Man's arrival.

_He was **stalling**._

Peter reached out with his left hand to shoot web at Hawkeye's face. The archer dodged. Letting go of the ceiling caused Peter's body to swing down. He curled back to avoid another arrow and pounced up to the vent in the next instant, slipping through into the tunnels.

Hawkeye swore under him.

_"He's got the scepter."_

_"Barton, what the hell?"_ Mr. Stark exclaimed.

_"He's in the vents!"_

_"Jarvis! Close down sections 2A, 2B—"_

Some kind of wall slammed down just after Peter scuttled past. He twisted around the scepter in shock; that thing could have totally  _crushed_ him! Was this Jarvis guy Mr. Stark's guy in the chair? He rushed ahead, but met another wall on a left turn. The right turn was similar.

_Crap crap._

"Ned! I need you!"

_"Peter!"_

"I need you to hack into the Stark Tower!"

_"…the-the Stark Tower?"_

"They have me boxed in!" Peter tried to hit one of the walls. It dented, but punching it out of his way was not practical. "I'm in the vents; they shut down some of the sections and trapped me in here!"

_"Okay, okay, okay, I'm gonna try, dude, just hold on…Dude, the internet at this hospital is crap."_

"Ned!"

_"Okay okay! Um, uh, it's…it's uploading."_

Peter swore. They did not have time for this! He braced with the hand holding the scepter and blinked.

"Wait, I'm gonna try something."

_"Peter, d_ _on't do anything rash!"_

"I've got nothing to lose," Peter whispered.

He tried hitting the wall with the scepter, which did slice through, but not so easily that Peter could cut his way through quickly enough.

"Damn it, how do you use this thing?"

 _"What thing?"_ Ned exclaimed.  _"It's uploaded, I'm opening up the screen."_

Peter pointed the scepter at the wall. Was it not supposed to blast—

_**Boom!** _

The flash of light blinded Peter momentarily, but he was otherwise unhurt. The wall, on the other hand, had a big hole in it, with charred edges.

"I got it!" He could squeeze through that.

_"What **was** that?"_

"I don't know and I don't care."

_"Wait, what was that? Peter? Dude!"_

Peter crawled on. He came across another wall and blasted that one too, this time making sure to close his eyes and turn his head away. There was smoke blowing his way this time, and he coughed, before pressing forward.

His earpiece crackled.

 _"You are in, sir,"_ said Jarvis.

 _"Great. Short stuff, it's Tony,"_ said Mr. Stark as Peter froze.  _"Look, I know you're in some kind of situation where you think you have to do this, but you're wrong. We're not your enemy here."_

 _"Oh crap,"_ said Ned.  _"He hacked the bluetooth!"_

 _"Yeah, I'm kind of good at that,"_ said Mr. Stark.  _"Look, whatever this is, let's talk about it, okay? You don't need to be crawling around like a spider—I get that's your thing, and I'm totally cool with that, but even I don't know what's in those vents. That can't be good for your health."_

"I'm really sorry, Mr. Stark," Peter managed.

_"I know you are, but you gotta listen to me, kid. That thing you're holding? That nearly leveled all of Manhattan. When we brought it back from out of town, we had to be **reeeally** careful with it. Clint saw you wrap it up; smart move, by the way, but wherever you're taking that, that's gonna end up hurting  **a lot** of people. I'm guessing Norman Osborn's got you in some kind of bind—is it your aunt? Of course it's your aunt. He's had his eye on you for some reason for a while, and now he's threatening her somehow, right?"_

It was not so surprising that Tony Stark could reason this out.

_"So he probably told you that you can't get us involved or something like that, I get it, okay? But that doesn't mean you can just hand that scepter over to him. You were the one that told us Osborn's behind the Union Square bombing, yeah? Chances are, he's behind Bryant Park too."_

_”And Times Square,”_ Ned mumbled.

 _"What?"_ Mr. Stark exclaimed.

 _"Times Square Station was targeted Monday evening,"_ said Jarvis.  _"Mr. Parker was responsible for uncovering the explosives before anyone was hurt."_

 _"What?"_ Mr. Stark exclaimed again.  _"How come I wasn't aware of this? Damn it, Pepper!"_

Peter started crawling forward again.

Ned suddenly swore again.  _"Hold on,"_ he said to Peter, and there was a crackle.

Mr. Stark also swore.  _"Wow. Okay, so you can detect bombs. With super hearing?"_ He must have been reviewing the news or something.

Peter reached another wall, turned his head away, and blasted it.

 _"Okay,"_ Mr. Stark remarked,  _"Okay. Look, everyone just stop for a minute—let's just calm down and talk about this, okay? Look, kid, we're working on Osborn. We've_ _ **been** working on Osborn. When this guy goes down—"_

"You're not doing it fast enough."

_"I get that—"_

"He poisoned his own  _son_ ," Peter crawled up as the vents slanted upward. He had no idea where he was going; he was going to have to exit the vents and figure something out once he had proper landmarks. "He turned his son into some kind of goblin on steroids and sent him out to try to kill me. He killed his house staff and left their bodies lying in the living room. And then he ripped my aunt from her car and injected her with the same poison while telling me that she'll turn into the same freak if he doesn't give her the antidote. So no, I don't think you  _get it."_

Mr. Stark cursed.  _"Look, I know, we messed up, but that doesn't mean handing over the scepter is going to fix things. Peter, listen to me. This thing is **dangerous**. It can hurt you as well as your aunt. You're not going to save her by doing anything rash."_

"I have to try."

 _"No, you might mess this up further. Peter, do you hear me? The only chance your aunt has right now is if we do this_   ** _right_** _and we can't do this right if you go rushing in and handing your own enemy the weapon they need. That's, like, rule number three or four in this business: don't deliberately hand your enemy the weapon they need to kill you._ "

Peter paused, wavering, but then Ned came back online.

_"Peter, they called the police on Norman Osborn!"_

"What?"

_"Cuz I said that we found him like this at the house. They think this is some kind of severe child abuse. Dude, they don't know that Osborn's enhanced, plus he has your aunt—"_

_"Oh Christ,"_ said Mr. Stark.  _"Osborn's **enhanced**? That guy is just full of ideas isn't he—"_

Peter moved forward with renewed vigor. "I'm on my way."

_"No. Kid, listen—"_

Peter came upon an opening and blasted it open. He jumped down and landed a hallway. It looked like he was below the eighth floor, but he was not sure which floor he was on. Around him were windows.

 _"Mr. Parker is on the fifth floor, west side"_ Jarvis announced.

"Who  _are_ you?" Peter exclaimed, as he went up to a window and tried to find some way to open it. His fingers trembled badly; it was probably just as well that he could not find a way to open the window.

 _"If you settle down and give back the scepter, I'll introduce you two formally,"_ Mr. Stark attempted.

Ned was swearing. Peter wished they would all stop talking, because all that did was make his head spin even more.

 _"Mr. Parker,"_ said Jarvis; the man sounded strangely dispassionate.  _"Handing the scepter to Norman Osborn would be a decidedly unwise course of action. This weapon should not fall into the wrong hands."_

Peter glanced at the scepter, and a sudden realization blanketed over him.

He did not need Ned for this, or the bluetooth.

"I'm not going to give it to Norman Osborn," he announced to them, as he reached up to his ear to take the earpiece out. "I'm going to use it against him."

He pointed the blade at the window. A bolt of lightning blasted forward, and the glass shattered.

 _"Kid—"_ Mr. Stark called out, but Peter slipped the earpiece in his pocket, and leaped out.

**Notes for the Chapter:**

> I watched Avengers and Avengers Ultron a looong time ago (like, when they came out) and I can't remember the particulars about the scepter anymore, but it was never clear to me what the Mind stone could actually do, so I'm taking artistic liberties here. I don't recall there being any real consequences to holding the scepter itself, or even using it; Black Widow used it to close the portal in the first movie and she seemed to be okay, so I honestly can't recall if wielding the scepter would negatively affect the user somehow. In this case, though, it's something the Avengers would have said to the kid anyway, and Peter is doing his thing because…you'll see. And hopefully you'll like.
> 
> Thanks again for sticking with this fic. Hope to see you at the next chapter!


	8. Chapter 8

**Notes for the Chapter:**

> I am taking certain liberties with the scepter here, because the Mind Stone, like all the Infinity stones, makes no freaking sense to me. Marvel basically drew a giant ellipsis when HYDRA declared they "only scratched the surface" of the scepter's abilities, and with a name like Mind Stone and its ability to grant sentience to things, plus what it supposedly is in the comics, who knows what else this thing is capable of that the movies didn't cover in between the banter. I figured Peter had never wielded the scepter, and Peter is a fifteen-year-old kid with a heart of gold and none of the darkness that is inherent in all the other characters (with the possible exception of Captain America, who also hadn't wielded it), and I'm gonna stop here because I don't want to spoil things.

Almost seconds after he made it out, cutting across Columbus Circle (in broad daylight,  _Oh my God_ ), something had Peter dropping from his web just in time to avoid crashing (or being crashed into by) a pair of wings.

A pair of metal wings, anyway.

"Oi!" Called the user of said wings, as Peter shot another string of web to change his direction.

"What the hell!" Peter called out. "How are those things aerodynamic?" because it was a black guy wearing a harness with giant metal  _wings_ , and Peter had seen old videos of losers trying to take off with such cumbersome things strapped to their arms, to unimpressive (or fatal) results, but this man was maneuvering through the air as easily as a real bird.

"Can ask the same 'bout your Tarzan vines, man!" the winged man yelled back.

Peter was still swinging, and managed to flip himself up and over the man's next attempt to grab at him.

"Yo, kid, are you seriously gonna make me chase you through Manhattan?"

"I'm not  _making_ you do anything!" Peter cried back, panicking badly enough that his voice came out squeaky and cracking.  _This dude can **fly**. _ Since when was that a thing? How was Peter supposed to get out of this one?

He tried aiming the scepter to scare the man away, but unfortunately the winged guy called him out on it.

"Puh-lease, you ain't gonna shoot. You don't have that in ya."

"You sure about that?!"

"Yeah I'm sure, cuz if you're like that, you'd have thrown the barbell at Clint that first night. Come on," the man shifted into a cruising position, gliding with his wings just a few feet behind where Peter was swinging. "we both know how it's gonna end: you're swingin' cuz you can't fly. In this race? There's no question. Now why don't you just come 'round back to the tower and we can talk like normal people, yeah?"

"I don't have time to talk!" Peter considered shooting web in the man's face, the way he had shot Osborn, but this man was in mid-air and he did not want him to die. This man was one of the good guys.

_I'm the bad guy._

_Oh my God._

"You'd have the time if you'd quit swinging around Manhattan, Tarzan."

He had to get this guy over the water, and low enough so that a fall would not hurt. The problem was, Peter had to make sure  _he_ did not fall into the water either.

He twisted around toward the Triborough Bridge. The winged guy banked in front, forcing Peter away to avoid being caught. Peter aimed, fired— _missed—_ and had to sling another shot of web. His limbs trembled and all of the sudden he felt heavy, like his muscles were made of lead.

 _What—what—_ was this an adrenaline crash of some sort? He swung up, arched onto a roof and tried to land, but ended up crashing on all fours; he had to roll to shake off the impact.

He somehow staggered to his feet, just as the winged man landed across from him.

"Hey hey hey!" the man yelled. "Yo, easy there!"

Peter nearly dropped to one knee. His legs were shaking, and he was sweating. He felt really  _weak._

"Yo, I thought you said you didn't shoot 'im!" the winged man exclaimed, apparently to some kind of transmission, because he then said, "Yeah, but kid's pale as a ghost. Hey, are you okay?" he made to approach, but Peter scuttled back and did drop down on three limbs while pointing the scepter with one arm. "Whoa. Okay. Tones, what was in those vents? Was it something in the vents?

 _I hadn't eaten._ Peter realized.

He ate breakfast but no lunch, and with his new metabolism, Peter needed six meals a day, at least three big ones, and some kind of energy bar in between. Peter had missed one big meal and at least one small meal by now. His energy reserves were down.

The  _worst_ possible time.

"Okay, okay," said the man, "you are  _done_ , kid. You need to sit down before you  _fall_ down. Like, get some water or—oh snap, is that what it is?"

"No it's not!" Peter protested, even though it totally was. "And stop trying to come closer!"

"Okay okay. It's okay. You're not in trouble, I promise you."

"My aunt is," Peter exclaimed, voice hoarse, almost a growl, but he could feel a dizzy spell starting, and how was he supposed to get to Forest Hills like this?

"Yeah but you ain't helping no one if you keep going like this," said the winged man. "Come on, you're Tony's kid, yeah? I'm Sam. Let's just sit down for a minute, okay? Just sit down, stay calm, and let the pros handle things."

"I thought you were the pro."

"I'm  _a_ pro," said Sam. "I ain't  _the_ pro.  _The_ pro doesn't look like  _a pro_. Speaking of doing things the pro way, whose idea was it to have you crawlin' around the walls with a boring old  _ski mask?_ If I were you I'd milk that spider thing for all it's worth, like get those creepy bug eyes and put them on a helmet or somethin'."

"Yeah? Then why didn't _you_ put on a bird face or something?"

"Cuz no one's afraid of birds."

"Sure they are. Haven't you seen Alfred Hitchcock?"

"Yeah but this is New York. People here know the real danger is not the birds, it's their crap."

Despite the situation, Peter found himself laughing. "Is that  _your_ superpower? Flying around pooping on people?"

Sam cracked up too. "Damn, walked right into that one didn't I?"

There was the sound of engines, so faint that without Peter's enhanced hearing, he would not have picked up on it. He only realized what it was when the head of the suit emerged from below the roof.

Iron Man.

Panic rushed through his nerves, like a second wind. Peter first pointed at Sam with the scepter, but hesitated because he did not want to actually hurt the man. Realizing Sam was currently grounded (and kind of safe), Peter flexed his middle and fourth finger to press the trigger.

**_Splat._ **

"MuhghFghgher!" Sam shouted, voice muffled by the web. Peter leaped up and over both him and Iron Man.

"Okay seriously," said Iron Man as he arched around to fly after Peter, "we gotta stop playing this game of tag, superhuman edition."

"I thought you weren't superhuman!" Peter exclaimed, letting himself fall to try to surprise Iron Man, but the suit merely dropped lazily along with him, forcing him to pull up before he actually hit the ground. He was not sure how long this second wind was going to last; he was pretty sure a third one was not coming.

"Tony Stark isn't, but Iron Man is. Notice the enhanced levels of metal compared to that of normal human flesh, the presence of explosives, and the ability to defy gravity without jumping. You, on the other hand, are a super-teenager who probably really needs at least three bottles of Gatorade and twenty hamburgers right now. Come on, what Falcon said: are you really gonna make me chase you through Manhattan right now? Oh, we're crossing the bridge?"

Peter chose to go down below the Triborough in the hopes that maybe Iron Man might get tripped up by the river water, but he was actually struggling more than Iron Man was at keeping himself above the surface. At length, his arms were dangerously close to giving out, so before he reached a third of the way over, Peter had to swing himself up and stick to the underside of the bridge.

He looked up, upside down, at Iron Man's approaching form, already decelerating. His elbows and knees shook as he flexed them to draw himself up.

"Please, Mr. Stark, you have to let me go," Peter begged, "she's like a  _mom_ to me—she  _is_ my mom and she's all I have—"

"Hey hey, it's okay, look, we get it, okay? You're not in trouble, no one's mad at you, okay? We know you're a good kid." Iron Man raised his hands up, and Peter had a hysterical moment where he thought the beams might fire—but it was a pacifying gesture, not a threatening one. There was a whole bridge full of innocent people past Peter anyway. "But there's no way you will be helping anyone if you take that scepter, kid. Even I don't know everything about that thing. And you are also clearly about to drop. You don't have some weird heart issue right? Something like HCOM? Because it would suck if I lost an intern because of HCOM."

"What's 'hocom'?" Peter shifted, but Iron Man shifted with him, ready to cut him off if Peter tried to break for it. Right now the boy had no strength to make a surprise attempt.

"Heart defect. Kills young people when they play sports. Don't get it. Though it's not something you  _get_ as much as something you  _get_ , but Jarvis did a scan on you and your heart's fine."

"Who the hell is  _Jarvis_ and  _when_ did he scan me?" Peter exclaimed, feeling somewhat violated by this information.

"If you come back with me to the tower, I'll introduce you formally. You'll like him; he's very occasionally useful, like when he scanned you without me even having to ask. Maybe one day you might be able to improve on him, though watching you debug your own code is somehow more painful than everything about Dum-E and U. Or pretending to be humble. Here's a pointer; if you keep crashing your program because you're switching the i's and the j's, don't select i and j as variables."

"When do you watch me code?" Peter exclaimed, baffled. He and Mr. Stark rarely worked at the computers in the workshop.

"I don't, but when you stare at the screen with the same pinched frown on your face for two hours straight, I worry about what PR would do if I gave a fifteen-year-old wrinkles that soon, so I peek at what you were looking at and find out that you've been testing the same function without figuring out the typos that whole time. That's usually when I decide it's time for a change of scenery and whisk you to the workshop. Not that I wouldn't have anyway, but that's just painful, kid. Use another letter, for crying out loud, if you can't be bothered to pick variables with more than one."

"But there are only twenty-six letters in the alphabet!" Peter protested, incensed enough by this remark to be distracted. "And I do better with a DVORAK keyboard but everyone at the tower prefers QWERTY! The i and j are right next to each other!"

"They're still two different fingers in two different rows if you're a self-respecting typist, but, if that's true, you know what, if you come back right now, I'll give you permission to switch  _all_ of the keyboards in the tower to DVORAK. That sound fair?"

 _Oh God._ How much time had he wasted in this back and forth? Peter twisted his head around, but there would hardly be a clock anywhere under the bridge.

"And shawarma," Iron Man added when Peter tried to crawl, drifting so he was cutting him off. "Do you like shawarma? It's what heroes eat. How about that? We'll take Sam—you know Sam—and Clint—you know Clint, and we'll call Steve, the whole gang. Except Nat, but she's busy and probably too hot for the boys anyway—scratch that: she _is_ too hot, though don't let her know I told you that, and definitely don't let Pepper know. Anyway, there's this great shawarma place that is so good that literally even the Chitauri didn't wreck that place when they dropped in several years ago. There's almost a—whoa whoa whoa, careful," because Peter's feet slipped off completely when he tried to crawl to the side, and he was now just hanging by one palm. Iron Man swooped in—probably to catch him, but Peter twisted his feet back and scuttled just out of the way.

"Okay this is like trying to stomp on a really smart cockroach, which even I'm offended by," said Iron Man. "Seriously, kid? You do know that you're seconds away from passing out due to hunger right? If Norman's enhanced, and he's a full-grown man, you're a hungry-hungry teenager about to black out under a bridge—who exactly do you think is going to win in a confrontation, huh?"

"I don't have  _time_ to talk!" Peter yelled, desperately needing Iron Man to leave him alone. "I can't  _afford_ to talk—my  _aunt_ can't afford for me to sit around and  _talk—_ he's gonna hurt her, he might even  _rape_ her and all you're doing is getting in my way!"

Iron Man's voice became sterner than Peter had ever heard. "Okay kid, for real: I'm a go in and blow up kind of guy. I don't just talk a big talk; I'm Tony Stark. Also, I get that you're worried about Norman doing strange things to your aunt, but you might want to consider that your aunt is also scared of Norman doing strange things to you, and in fact that is what I'm currently more concerned about because there is no way a freak like Norman  _isn't_ going to want to do strange things to a fifteen-year-old kid with a spider thing going on. Actually, knowing him, he probably threatened to do things to your aunt so you'd scuttle on back sooner rather than later so that he can get right to doing things to you. Listen, I know Norman; the guy's a hitch-and-that's-it sort of fellow, and back when he wasn't a widower he was a onesie sort of guy: one chick, one kid, one motive, one idea. After his wife died, he became a nonesie sort of guy: no chick, no—well, still one kid, but he pretends he doesn't have one, so no kid; and most of all, no ideas. If there weren't a law against monopolies, he'd have gone the way of zeppelins and the toothbrush mustache. The key point however is that if Norman were remotely interested in women that way, he'd have had more chicks in his life, so I'm betting even though he's off his rocker, he's not into doing your aunt. He is, however, totally the evil scientist type, so he would absolutely want to do German Nazi things to _you_. All that being said, it would also be incredibly embarrassing if you lose to a nonesie like Norman, and I still need you to fix all the i's and j's in the AI because I'm not putting another intern through your mess. I'm not even putting Jarvis through that and he actually volunteered."

"Jarvis is your intern?"

"Oh Jarvis is nothing like you've ever—"

"Oh my God." It was like a literal lightbulb had gone off in Peter's head. Dum-E. U. Peter's code. Stark's comment about improving on Jarvis, followed by Peter's perchance for typos. "Jarvis is an AI. Jarvis is  _your_ AI."

"Are you kidding me right now?" Iron Man exclaimed, sounding put out. "I had this big reveal planned. Why are you so clever at the least convenient time?"

"Jarvis is  _your_ AI!" This was actually blowing Peter's mind, because Jarvis would absolutely pass a Turing test.

"Well I guess it's too late to deny it."

"He was watching me the whole time!" Peter exclaimed, shaking with a mix of fatigue and sheer disappointment. He thought he had impressed Tony Stark because of who he was on the  _inside_. "You knew what I was when you kidnapped me from Osborn!"

"Uh, it wasn't kidnapping because, as I recall, you came along willingly enough, and no, I didn't know who you were other than some kid Norman was interested in, and even though Norman has no ideas of his own, any kid is much more interesting to talk to than Norman himself, plus he does have a knack for picking good people—that's why his company actually makes money, unlike Justin Hammer, but I digress. No, I didn't know who you were until Jarvis told me after you left that first night, although I kind of had an inkling when you finished everything Pepper ordered, because she had ordered enough for five people and even for a growing teenage boy, eating four people's worth was kinda much. That was  _not_ the reason I hired you, by the way. I don't need spiderlings crawling around my tower, or under a bridge. I need talent. And you have it. I didn't let you waste it on Norman then, and I'm not gonna let you waste it on Norman now. Can we talk in a place with chairs and, like, over  _shawarma_ or something? Or do you not like Middle Eastern? Asian, then? Or like a big ol' American burger and fries? Louisiana fried chicken? Maybe something like a New York steak. Have you ever had one of those? Or! Are you're more into Kobe beef? I bet you haven't had one of _those_. So many places sell Wagyu instead."

How was Tony Stark doing this? Peter glanced at the underside of the bridge again. He needed to get to his aunt, and he needed to show up without Iron Man, but he kept getting distracted by the whirlwind that was Tony Stark, just as he had from day one of meeting him.

Peter will have to trick him, somehow, but how was he supposed to do that?

"Okay," Peter stammered, mostly to himself to try to encourage his depleting energy reserves and take stock of his options, but Iron Man took that as an affirmative.

"Atta boy," said the man, and there was such  _warmth_ and  _pride_ , like Peter was doing the absolute right thing, that for a moment Peter actually considered just doing as the adult said.

"Come on, short stuff, let's go back. Here," the suit approached, but Peter abruptly realized that he had a chance to really fool Tony Stark, and he could not miss it by letting himself be  _carried._

"It's okay, I'll swing."

"You're about to drop down and become a washed out spider. You ever heard of the 'Itsy Bitsy Spider'? You're on, like, as big of a water spout as you can get, short of actually being in the Atlantic."

"I'm not going to be carried like some  _baby!_ "

"Okay okay, cool your jets, jeez," Iron Man tilted his suit. "Well, come along then, Tarzan. What kind of spider  _swings?_ "

"They all swing," Peter protested as he reluctantly navigated back toward Manhattan, while his mind was playing images of the Frogger game that Peter was honestly really bad at, because he hated seeing the frogs get crushed by cars. "How else would they make their webs if they don't go from one end to another? Some even parachute."

"Now there's an idea, while you're taking years off my life every time you drop," Iron Man's voice sounded very wry. "Though do me a favor and work on getting better at programming as long as you're too young to drink, because you suck at it."

"I'm doing my best," Peter mumbled, struggling to make his maneuvers look like they took less effort than they did. "Do I really suck at it?"

"Well, compared to me, you do. You spend way too much time debugging rather than making your code more efficient in the first place. Though the last part's probably also because you haven't learned enough math yet. You need to work on that."

"Well compared to you, I'm sure everyone sucks at programming, considering you made an  _AI_  that's, like, way more advanced than anything I've ever heard of.I bet you never have to debug anything."

"Not since I created Jarvis; he does all the debugging for me," said Iron Man. "Not that I'm volunteering his services; one day when you can make your own AI that debugs for you, then you've graduated. Until then, you do things via tradition."

Peter groaned. "I'm handing that over to Ned. You'll like him; he's actually good at this stuff."

"You can't hand it over to a non-employee."

"You're gonna hire him. Watching him code is much less painful than watching  _me_ code."

"Not hiring someone I haven't met. You're gonna have to introduce him, kiddo."

They were nearing Manhattan, and Peter needed to act _now_.

"Why is your AI named Jarvis?" Peter asked, "and why does he speak with a British accent? And how was he keeping track of me? How old is he? When did you make him and how come you didn't sell a prototype of him?"

"Whoa whoa whoa, one thing at a time, Underoos. First of all, his name is Jarvis because—"

Peter hooked one web to the other side of the bridge and let himself swing away from Iron Man's floating form. He went up, saw a truck, shot more web to catch up to it and swung himself up to its side. He crawled quickly down to the underside of the truck, between the massive wheels. It occurred to him that he was lucky he was on the right side of the traffic; he was headed for Queens this way. He had not thought of that before he swung.

_I'm also lucky I wasn't crushed like Frogger._

People probably saw him, glowing staff in tow, but Peter was beyond worrying about his own future or his secret identity. Under the truck's cargo, he listened for Iron Man's suit, but did not hear any past the usual traffic across the bridge.

Staying flat against the belly of the truck, Peter closed his eyes.

* * *

Upon arriving in Queens, he went underground, because it was too easy for Iron Man or Sam the winged man to find him if he was swinging around in broad daylight. Though it was not the most efficient way to get to his aunt, it did allow Peter a moment to rest, which he realized he needed if he wanted any hope of doing anything useful once he arrived at Osborn's estate. Bless New Yorkers, but no one bat an eyelash upon him joining the pedestrian traffic, nor did anyone pay much attention to the scepter. They probably thought it was some kind of prop.

The E had seats, though some people preferred standing, holding on the rails and reading their phones. There were enough people in the car Peter chose to be considered a full class at Midtown, but all of them were ignoring each other, staring at their own reflections in the windows (a common trick), staring up at the advertisements (another common trick) and sitting so that everyone was as far away from each other as possible. Peter could be trembling and pale and no one would notice nor care.

_My aunt is in trouble and she's the only one I have and if she dies it's my fault and I'll be all alone and nobody cares._

New York City was famous for that. So many people, and one only gets lonelier for it.

He studied the scepter, still glowing, but less apparent in the lights of the train car. According to the computers in the workshop, this thing had some mind influencing abilities. Something called HYDRA was also involved, though Peter had no idea what that was. The name had been all capital, like an acronym, so he guessed this was not the microscopic aquatic organism, or the Greek mythological monster. What it could possibly stand for, Peter did not have a clue.

_It's going to be okay. You're going to fix all this. Whatever it takes._

He was going to have to go in from the top, Peter decided. Land on another roof and jump his way over there. Peter was light on his feet; something to do with his spider abilities, he assumed. Osborn's mansion looked like it had a thick enough roof that Peter could land on top without alerting the occupants.

He was going to have to locate his aunt. He might have to do a little sneaking around. Ideally, no confrontations with Osborn until he found her. His spider-sense was pretty in-tune with Osborn, so this should be easy. He will find her, make sure she was okay, and then find Osborn and…

_Use the scepter._

He needed to make sure he gave his aunt the antidote before disposing of Osborn somehow. He hoped threatening the man would work. Fire off a few energy balls, show Osborn that he was no longer the one in control. Make sure Osborn did not get the upper hand, steal the scepter away somehow. Or prove to be immune to the scepter.

Because if all this did not work…

His fingers trembled. Next to him, an elderly Indian woman dressed in a beige sari, looked at his quivering digits, but said nothing. Peter hooked the scepter over his elbow and folded his hands under his armpits. He bowed his head and prayed.

* * *

Forest Hills was quiet, compared to Manhattan. Norman Osborn's estate was even quieter, with few people traversing the neighborhood other than the residents.

Peter climbed along the roof, away from where Osborn fired up his spider-sense. The blade cut through the wooden lock on the attic window, allowing him to slip inside.

He crawled silently along the ceiling, strapping the scepter to his back. There was a door which was locked from the inside. Peter cautiously turned it. There was a slight squeak. He slowed his movements. In his moment of need, his hand did not shake, but once he freed the door, they both quaked.

He was up on the second floor. Osborn was on the other side of the mansion. As he crawled down a hallway, he saw a servant below. She was dead. Her face was disfigured, as if someone slammed something over it, and the top of her skull was crumpled in. Blood had dried on the carpet, a big puddle that stained it dark crimson.

Might be Harry's doing.

Might be his father's.

His heart pounded. Sweat rolled through his hair, tickling his scalp. His palms were clammy, and they almost seemed like they should not stick to the ceiling as well as they were. Even as he crawled, he could see the damp handprints he was leaving behind.

He pressed on.

Osborn was on the first floor. He had killed everyone in the house, which did mean that he did not have eyes or ears anywhere outside the room he was in. The first floor blended with the second at the main staircase, which opened to a lobby, but the rooms on the sides were separated by long vertical walls.

Towards the back was the family room, which opened up to the back porch, but a woman was talking. It was not May.

 _"I assure you, Mr. Osborn,"_ the woman sounded terrified,  _"this is all a misunderstanding, I just wanted to return the—_ _"_

_"Oh, I think you're lying. You've been snooping around, ever since the investigation—girl as pretty as you can do any sort of work, why would you want to be a **janitor**?"_

_"Mr. Osborn, please!"_

_Oh God._ There was someone else. Another innocent. Another victim. He could not just challenge Osborn now, he had to revise his plan, and fast. Peter shuddered with the weight of responsibility.  _I have to save her and I have to save my aunt and I don't know how I can't do this—_

_Go on, little one. Don't be afraid._

He inhaled, feeling the scepter along his back, and pressed onward.

_"Sir, please. I saw the phone and it looked like it was yours. All I intended to do was return it."_

Peter crawled down one wall to look over the top frame of the entrance into the family room. Aunt May was bound at the wrists and ankles, prone on her face on the couch. She was not moving. Osborn's back was turned, and he was across the room. The curly redhead at Stark Tower was holding her hands out; she was dressed in the ugly mustard-green scrubs that the cleaning crew were often assigned, no matter where they went. There was another corpse near her, also without blood, like one of the bodies in the living room.

Peter hesitated, trying to determine the best course of action, but panic was freezing his thoughts.

_Use the Mind Stone, little one._

Aunt May was  _right there._ If Peter made one wrong move, Osborn will reach her before Peter could. Should he web her? Pull her to the exit? Blast Osborn as soon as she was out of range?  _But then that lady is in range._

_Use the Mind Stone. Go up and press the scepter to his heart._

_Okay._ He could climb up over them while Osborn was distracted with the lady, reach down and tap. That was what he was going to do. Right now, that lady  _had_ to see Peter up on the ceiling now, but bless her, her eyes did not even flicker. She seemed entirely focused on the maniac in front of her.

Peter twisted his body and curled up to free the scepter from his back. Even through the silk, the handle felt warm. He held it away from the wall and ceiling as he crawled.

_Be strong, brave little one. Conquer, as you are meant to._

What happened next was almost by accident. The lady suddenly whipped out something and shot Osborn in one kneecap. She then jumped to grab the scepter. Peter twisted out of the way, but as he did so, the scepter went wide. Osborn stumbled, and happened to press his left ribcage right along Peter's blade.

A blue, wispy light floated from the gem in the blade and into Osborn's body. It collected first in the left thorax, before spreading up to his head. Peter swung the scepter back, ready to strike it like a normal blade if need be, but all Osborn did was freeze.

Then he moved back and turned. He looked up at Peter.

His eyes were glowing blue.

"Hello, Peter" he murmured.

And then did nothing.

"That works too," said the lady after a moment. "Osborn's out." She stepped back to assess the situation. "He's definitely enhanced; that bullet did nothing." She paused. "Because the kid enthralled him."

 _…What?_ Peter blinked.  _How…oh. The mind influence thing._

He jumped down, astounded. Osborn just stared at him, waiting patiently as Peter came to grips with this new development.

"Okay. Okay. Um, move five steps back. No, ten steps back."

Osborn did just that, without question or comment.

 _Okay. Weird._ Peter was not going to question this, though. "Okay, okay, um, don't you move," he ordered Osborn, and scrambled over to his aunt. "Aunt May. Aunt May…" he rolled her over, but she was unresponsive. Cradling her, he looked up. "Osborn, what the hell did you do to my aunt?"

"I gave her a sedative," Osborn replied, somehow sounding like himself and…not.

"What did you give her?"

"Ativan."

 _Uh._ Peter had no idea what that was.

"Is she gonna be okay?"

"Yes."

"What about the goblin serum?" he asked, as the lady suddenly joined him in checking over his aunt. Part of him was a little alarmed; she had a  _gun_ , but he was shaking badly, too overwhelmed to handle a  _second_ threat, and could only watch as she felt his aunt's neck and brushed her fingers over May's nose.

"I have not redosed her yet."

"Oh. Okay." Peter swallowed.

 _This is really weird._ Osborn was just answering his questions with a blank face and a flat voice, and he was not trying anything. Not that Peter would  _prefer_ the old Osborn, but it was still creepy as F, and Peter was not sure if the man was just messing with him. He kept the blade of the scepter pointed at the psychopath; at least if Osborn tried anything, the scepter could fire…whatever those things were.

"She's got a pulse, and she's breathing," said the lady. "Call the medical team. And keep the police away from this. Yes, your kid is fine. Yes, he is your kid. Just get over here."

She was talking to an earpiece, Peter realized, and belatedly remembered putting his own away because it was too distracting. Too distressing.

"Hey," she reached out and squeezed his shoulder. "Nice job. I'm Natasha, by the way. Don't worry, our host is going to behave himself now. You're going to be fine."

_Aunt May is gonna be fine._

Peter did not even feel himself fall to the side.

**Notes for the Chapter:**

> I was thinking as I wrote this, "Is this really what Tony would do? Jabber on about random stuff when trying to talk a kid down from doing something?" He was a quipper in the movies but he was more to the point, I think. Then I decided, well, in the movies his quips were real attacks on his foes, and he's not trying to attack or shame Peter. Also, I figured he sucks at this sort of thing, in his unique Tony Stark way (Iron Man's not really a…peaceful cop). It was also too much fun for me to take out, even though it's kind of torturing Peter a lot. 
> 
> Apologies if Sam Wilson's dialogue seems off, but I honestly don't have a strong impression of the guy other than the actor himself making fun of Tom Holland, which is sort of where that came from. Don't know if I went too far; let me know and I'll tweak it a bit.
> 
> Also, QWERTY, DVORAK, I dunno. I remember the difference is not concrete in terms of accuracy, but the really intense computer nerds like to argue about it, so I'm putting it in there.
> 
> Hope Peter's actual solution to this isn't too disappointing. I would have written a big fight and everything, but the theme I had in mind for this fic is subtlety. Peter's not swinging around in a Superman-inspired costume of red and blue (which makes no sense for his own character, given that most spiders aren't those colors), and while I was tempted to just have Peter try to blast Norman Osborn or something, it somehow felt more right (and kind of hilarious) to have him screw Norman over this way. Let me know what you think :P


	9. Chapter 9

**Notes for the Chapter:**

> This chapter was hard to write, and…well, I'm still not sure I'm entirely happy with it, but it kind of needed to be here, sort of like the lousy second movie out of a trilogy that's not great, but you also can't leave out…let me know what you think.

**_There are six. Weave and spin them together. There are six there are six there are six. Weave weave weave and spin. Spin spin spin. There are six._ **

**_There are six. Weave and spin. There are six._ **

**_There are six._ **

* * *

He woke to find himself strapped down to a stretcher.

 _No. No no no no no—_ he tried to use his strength to break his bindings, but he was held down with bars of metal, all curved, holding him down by his arms, legs, chest, ankles and wrists, even his neck and forehead. He could not move at all.

Panic made him hyperventilate, the metal around his neck only making it worse. He tried to control his breathing to make it quiet, but there was no helping the wheezing.

"Easy," said Osborn, whose face appeared over his head. His eyes were still glowing blue.

"Let me go," Peter tried to squirm, but he could not even do that.

"You'll run. This is for your own good."

"What are you doing to me?!"

"Giving you fluids."

Peter abruptly became aware of an oddly cool ache in his inner elbow. He could not turn his head to look, but he had a feeling there was an IV in.

"What kind of fluids?" he managed before his mouth became too dry to speak.

"Something called lactated ringer's with dextrose," Osborn stepped out of sight. "Not as ideal as actual food intake, but I wanted you to actually eat, so this will have to do."

Peter tried to swallow a few times, managed to summon some saliva, and whispered, "Why?" He thought of Iron Man's casual but serious warning about "German Nazi things", Uncle Ben's similar fear months ago, and tears of real terror leaked from his eyes.

"The Universe has decided on a great task for you," said the man. "Unfortunately, there are those who seek to keep you from your destiny. Your web also prevents the subconscious from bonding with you. We needed time for it to dissolve anyway, and your body needs to recuperate, so I brought you here."

"What?" Peter exclaimed, bewildered. What "Universe" and "subconscious"? He tried to yank himself free again, but any attempted put pressure on his forehead and his windpipe. "I don't know what you're talking about—y-y-you're not making any sense!"

"There are six stones," said Osborn from somewhere Peter could not see. "Each one is a power over the entire universe. They were created by an ancient race, called Cosmic Entities, a powerful group of beings that predate the birth of the universe itself. Only beings of immense power can wield the stones directly, and so for most of the stones, there are safeguards that allow the user to access the stone's power without directly touching it, such as the scepter."

_Huh?!_

"Even so, the stones have an effect on those within the vicinity, particularly this one," Osborn went on. "It embodies the subconscious of the universe, which touches the minds of those who wield it. But your web has a filtering effect; much like a real spider, it allows you to gauge what happens in your territory without directly engaging it. You are not a strong entity, obviously, but your web does prevent a full interaction, so we must wait for it to dissolve before exposing you to it again."

That made…zero sense.

Peter inhaled, and tried to get his thoughts in order.

"Where's my aunt?"

"I imagine she is with Tony Stark and his lackeys," Osborn replied with some disdain.

"Is she okay?"

"She should be."

"…What about that woman?" What was her name? Natasha?

"Oh, I don't know. She may be dead. May not be. She was getting in my way."

"You bastard!" Peter lunged against the bindings.

"She's a Russian spy," said Osborn, "and therefore trained to double-cross. She has hurt and killed more innocents than you can even name." He walked back and laid a hand on Peter's stomach, sliding his fingers under Peter's shirt to smooth his fingers over vulnerable skin. "I wouldn't mourn for her, little one."

_Little one._

"Get your hands off me!" Peter cried out, bordering on hysterics.

To his surprise, Osborn did so.

Peter gasped for breath. "Let me go. Let me out of these things,  _right_ _now—_ "

"You will try to hurt yourself. That is not advisable."

His tone reminded Peter of Jarvis, in how detached and apathetic he sounded.

"I don't care! Just let me out of these things!"

Again, to his amazement, Osborn sighed, and he went to the side of the stretcher to press something. There was a series of clicks, and the bindings seemed to unlock.

Peter yanked himself up, and then launched up to the ceiling, which was so high that he barely made it. His webshooters were gone, which he discovered when he tried to aim at Osborn. He dashed for the corner, where he huddled for a moment, limbs pressed close to him. Osborn watched him wordlessly from below.

Peter squeezed his eyes shut.  _It's okay. It's okay. You're going to be okay._

"Where am I?"

"You are in my penthouse," said Osborn.

"Where's that?"

"Manhattan. You're not far from home, Peter."

 _Okay. Okay._ _Okay, okay okay okay, think, just think for second—_

"How long was I out?"

"About an hour," said Osborn. "Your web should be dissolved soon."

Peter turned his head around and looked. The scepter was on a table, not displayed on stands like it was at Stark Tower. The web was starting to look a little worn. They were nearing the three hour mark.

Hawkeye said that thing was dangerous, and Stark had said that too. If nothing else, Peter's own spider-sense had warned that touching that thing directly was going to end  _very badly._

He had to get out of here before Osborn exposes him to the scepter. 

 _I also have to keep the scepter away from Osborn._ Though was he too late?

_But isn't the glowing eyes thing supposed to mean he's…enthralled?_

And Osborn was very obedient. On certain things. Well, he was overall obedient, actually, though he sometimes questioned his orders. He was still a creep, way creepier than Peter had ever imagined, but when the boy told him to stop and really emphasized it, Osborn obeyed.

"You are bleeding," Osborn interrupted his thoughts. "If you come down, I can patch that for you."

"Don't touch me," Peter hissed, even though his elbow  _was_ bleeding; he had yanked the IV out without even feeling it, panicked as he was. He looked at Osborn again. "Stay right where you are."

Osborn did not move.

"Why did you bring me here?"

"Because the others will not allow you near the scepter."

"Why do  _you_ want me near the scepter?"

"It is not I. The scepter wishes to bond with you."

"…The scepter is sentient?"

"The Mind Stone is."

"The thing in the blade?"

"Yes."

"…And the Mind Stone is one of these six stones?"

"Yes."

 _Okay. You can reason this through._ "That's the neural network Dr. Banner and Mr. Stark were talking about."

"Perhaps. That, I do not know. It is likely far more complex, for the Mind Stone both represents and governs the minds of all beings in the universe. As such, it contains the memories of all who have existed and now exist. It is the collective mind of the universe as a whole."

"Okay. How do  _you_ know all this?"

"I was granted the knowledge when you used the scepter."

"…" Peter blinked. "How come  _you_ have the knowledge but I don't?"

"The silk shielded you from its effects."

"…but I only webbed the handle. I didn't web the stone itself."

"That is why it can still affect you," and then Osborn pointed out, "it already did. That was how you knew how to use it. That was how you  _could_ use it."

So the scepter might have affected Peter more if he had not webbed it up. Good to know.

"What's this bonding thing you were talking about? The scepter wants to  _bond_ with me."

"It wants to connect fully to your mind."

Peter blanched. "What will that do?"

"I don't know."

"You don't know."

"I am only given the information I need to know," said Osborn. "I know there are five other stones, each of a different nature, that you must collect before they fall into the hands of one who will destroy the universe."

"…One who will destroy the  _universe?!_ "  _What?!_

"The Mad Child of the Cosmos," said Osborn.

This was  _crazy._ Osborn was  _crazy._

"Okay. You—you're answering all my questions, and you're doing everything I tell you to do—you're—that thing made you my thrall, right? That means you're loyal to me. How long does this last?"

"Until you have no need of me," said Osborn.

 _I have no need of you now, technically,_ but Peter needed him to be in this state and not the murderous whatever he was that—that—

"Why did you kill Natasha?" the question came out as a whimper. Whatever she had been, she was trying to help Peter, and now—now—

"She was trying to take the scepter from you."

" _You_ also took the scepter from me!"

"No. You were ill. I was keeping it until you have recovered. The scepter is waiting for you to reclaim it."

This was insane. Osborn was standing on the ground doing nothing, staring creepily at Peter, while Peter was up at the corner of the ceiling…panicking.

_Okay. Osborn's your thrall. Like, make him do something helpful._

"Osborn, show me the door to this room."

"You wish to leave."

"Just show me the door and open it!"

Osborn went, and Peter allowed himself to drop to the floor. The scepter's web was really fraying, which reminded Peter; "Where are my webshooters?"

"Webshooters?"

"The bracelets," Peter elaborated. "The metal ones. They're kinda ugly but—oh whatever. Where are they?"

Osborn pointed at a tray near the stretcher. Peter dashed over to put them on. He then went back to the scepter to web it up again.

"That is not advised."

"Cool it," Peter snapped as he worked; somehow it was harder to do this right-side up than upside down, for some reason. "I don't care what you advise." He looked up to make sure Osborn had opened the door. "Okay. You are going to behave yourself, and not attack or hurt anyone. You're going to lead me out of here and you're going to turn yourself in. You're going to show the authorities the pumpkin bombs and you're going to admit to—to all the murders that you committed."

"That was not me," said Osborn. "That was  _Harry._ "

"That was  _you!_ " Peter spat, enraged. "You will take the blame for that because the only reason Harry did it was because of  _you!_ Don't you  _dare_ dump this on him!"

There was a loud banging noise of metal against metal, and something spun through the air. Osborn was suddenly whacked in the head by flashing metal. He went down on the floor as it ricocheted back.

Peter jumped up to the ceiling, scepter dangling from his shooters.

Osborn was on his feet,  _green_ blood dripping down his forehead and all over his face. He lunged out of the room to attack the intruder.

Peter scuttled in a circle on the ceiling. How was it that this room had no windows? What kind of freak penthouse did Norman Osborn own?

There was the sound of something winding up, followed by a low booming crack. Osborn's body shot across the room and tumbled over the stretcher to sprawl on the floor. From the door, in leaped Captain America in the camouflage uniform, shield on his arm.

"We're trying to minimize damage here, Thor!"

 _"He's clearly hardy enough to withstand less!"_ came a man's voice Peter had never heard before, and something about it sounded very…well, big.

"The kid could have been behind him!" Captain America ran up to the stretcher. "Huh. Where is he, anyway?"

Captain America was here.

Peter let go of the ceiling without thinking about how he was going to land, so he ended up twisting himself at the last second and nearly landing on his face. The scepter clattered to the side, still stuck to his webshooters by strands of silk.

"Whoa!" the Cap exclaimed. "Hey, hey, Peter, you okay?"

Peter was going to give the affirmative, but no, he was not fine. The Captain helped him sit up, and Peter realized his whole body was shaking now. He looked at the kind face of his hero and his eyes welled up with tears.

"Hey," said the Cap, strapping the shield to his back before taking Peter's face in both hands, "you're okay, son. It's going to be okay."

"See," said the booming man, this time from in the room, "he's still moving."

"We need him alive, Thor, to testify," the Captain raised one hand to his ear. "Guys, got the kid; he's shaken but doesn't seem badly hurt. Thor's keeping an eye on Osborn. We're at the Osborn penthouse. Gonna need some personnel to come in to collect. Hey, son, come here," and Peter allowed himself to be gathered into a tight hug. "You're alright now. You're alright."

* * *

"So much for trying to keep you on the down low," Aunt May muttered later at the Stark Tower, hand stroking Peter's hair while he wolfed down his third shawarma. Peter was essentially operating on autopilot right now; as soon as he saw his aunt, his whole brain shut down and he could only do whatever she told him to do.

"Peter wasn't going to stay to the down low even if he hadn't been bitten by a radioactive spider," said Natasha, who was holding an ice pack to an impressive goose-egg lump on her scalp, courtesy of Norman Osborn. "As far as we understand, Peter didn't catch Osborn's attention because of his powers, nor was that the reason he caught Tony's attention. His powers were probably the only things that saved him, and you."

"I know," said May, sounding unhappy but resigned.

She was still a little groggy from the sedative, but very alive, and as far as everyone knew, including her, Osborn had not touched her, as Mr. Stark had predicted.

Osborn had attacked Natasha when she tried to remove the scepter, they learned. Loyalty to Peter did not mean he was willing to work with Peter's allies. He had whisked Peter away somehow after knocking Natasha out. Iron Man and Falcon had arrived after Osborn left. Natasha, or Black Widow, as they had sometimes referred to her, had been working undercover on Peter's tip about the Union Square bomber, and had found the stash of pumpkin bombs located in one of the warehouses owned by OsCorp. She had hurried over to Forest Hills when Hawkeye informed her of May Parker's hostage situation.

"Hard to say," Hawkeye stated when Natasha thanked Peter for saving her life. "You dealt with the Hulk. You could've dealt with Osborn, if he didn't catch you off guard."

"Well, I hope I won't have to find out," she said wryly.

"Where's Mr. Stark?" Aunt May asked.

"He's off handling some things, including the scepter," said Natasha. "Did you want to talk to him?"

"We understand if he's busy."

"Tony, what's your status?" Hawkeye looked down. "…Who's Professor X?"

There was a pause.

"He's talking to the Headmaster of Xavier's School for Gifted Youngsters," Hawkeye looked at Peter's aunt. "I'm not entirely certain what he's doing."

"I see," said May, her hand moving to cup the side of Peter's head.

Peter went on chewing.

He was on his fourth shawarma when Captain America walked in.

"Hey," he called out. "Peter? There's someone I'd like you to meet."

Peter looked up.

In rolled a bald white man, looking to be middle-aged with graying eyebrows. He was in an electric wheelchair, clad in a suit and tie. His face was kindly, and his eyes were deep.

Peter wiped his mouth with a napkin and tried not to burp.

"This is Professor Charles Xavier," the Captain went on. "You might have heard of him."

"Yes," said Aunt May.

"Mrs. Parker," Professor Xavier wheeled forward and raised his right hand to shake hers. "A pleasure."

"Peter?" Aunt May wrapped an arm around the teen, "say hi."

Peter could only stare.

"Ah, that's alright," said the professor. "Mr. Stark has asked me to come and check in."

"About the Mind Stone," said May.

The professor linked his fingers together. "Yes."

May glanced at Peter. "He doesn't seem changed," she murmured. "A bit quiet, but he's still him. I'd know."

"I'm sure you would. To be honest, given what we know, I am doubtful there is anything to worry about either. That being said, I would like to make sure the scepter hasn't had any lingering effects."

"You want to read his mind," May guessed.

She was very resistant to that, as it turned out. Peter let her handle the conversation, and it was a little intense, actually. Captain America, Natasha, and Hawkeye watched as she and Xavier debated. Aunt May worried that Xavier himself might do something to Peter. Xavier acknowledged that this was a reasonable concern on her part. He assured her that he was only going to have a look, and would not explore past what he needed to ensure that Peter was intact. He also vowed that he would not intervene without letting her know what he found and agree to what must be done. May refused unapologetically.

"I don't see why you need to examine him when he hasn't demonstrated any concerning behavior," she pointed out.

The professor did not seem offended. "Very well. I think that is perfectly acceptable. You know your nephew well, and he obviously trusts you. Many teenagers keep secrets from their parents; it is good that he has not done so with you."

Neither May nor Peter corrected him about her actually being his aunt.

"In the meantime, please accept my business card. The Xavier School is located in Westchester, so it is fairly close by. If you have any questions or concerns, do not hesitate to ask. I will be happy to help."

Aunt May did accept the card, much to Peter's surprise.

Hawkeye walked the professor out.

"Did Tony give you a hard time about Blackbird?"

The professor chuckled as they exited.  _"He has an engineer's mind; always seeks to improve on things."_

_"That's one way to look at it."_

Captain America stared at the remains of Peter's meal. "Good lad," he patted Peter on the back, before looking at Peter himself. "Though I have a hard time picturing where all that went."

Peter blushed.

"Where's Tony?" Natasha asked.

"Dealing with Fury. About the scepter. Web's all dissolved now, except for the new ones. Fury's…well, mad."

 _Fury's furious?_ Peter looked at the Captain, before thinking better of saying that aloud.

"Where's Thor?"

"With Tony, though Thor might be headed back to Asgard soon."

"I see."

Sam, minus his metal wings, sauntered in.

"Party goin' on here?" he looked around with a grin on his face, and then looked at Peter. "Man, my day is  _made_. Tony Stark gets tricked by a fifteen-year-old into talking to himself."

"Ha! Oh yeah," Captain America laughed, looking amused.

"Guys, he likes talking as it is," Natasha pointed out, unimpressed.

"Yeah, but he usually does it on purpose," said Sam. "Fifteen years old! I'm not lettin' him live this one _down_. Especially since he has a way of doing that to others."

"That's true," Natasha conceded.

"Yo, we gonna sit around here or what?" Sam asked. "We got the pumpkin bomber, we got the alien weapon, the kid's okay, his aunt's okay—"

"Harry," Peter suddenly shot to his feet. "Oh my God. Ned. Harry!"

**Notes for the Chapter:**

> I am not bound by copyright laws so I can mix whatever comics I want! Hi Charles Xavier! Bye Charles Xavier! At the rate this fic is going, who knows who might show up!
> 
> And yeah, sorry for the lack of Tony Stark in this chapter, but he just didn't seem like he should be here. In addition to being the kind of guy who would pull the disappearing act when he probably should really be there, Peter kind of needs a mom right now, and he's already got one. I felt that in this scenario, Tony would focus more on the stuff that didn't have to do with emotions, like the very real problem of Peter having swung through Manhattan in broad daylight without so much as a mask on, plus stealing alien tech (Fury is furious). Not to mention, he'd totally bully the other Avengers away from his intern (he's only done that, like, every other time) so I personally think it's better this way. Let me know what you think!


	10. Chapter 10

Forest Hills Hospital anonymized Harry Osborn for his protection. Beyond knowing that he was taken for some kind of brain surgery, Ned did not know what happened to him.

"It's okay," Aunt May said to Peter, who was covering his face with his hands. "It's going to be fine."

"This isn't your fault," said Captain America.

"I was only thinking of myself," Peter mumbled. "I knew he was living with a terrorist. It was on my mind all week. All I could think about was staying away from him. I never thought about reaching out, or—or—"

"What would you have done, hm?" Hawkeye pointed out gently. "Told him that you knew? If he were working with his dad, he would have known you for your powers immediately, and for all you knew at the time, he could have exposed you and you wouldn't have had the scepter to protect you. If he weren't working with his dad, he'd have been kept in the dark. What makes you think he'd believe you? However strained their relationship might have been, he's still Harry's  _dad_. He might let slip to Osborn senior that Peter Parker, his classmate, suspected Norman Osborn was the bomber. Even worse, he might confront his father, and knowing what we do now, Osborn might have killed him right then and there. Either way, it was more dangerous all around for you to notify Harry. No; you did everything you could. You broke into the Stark Tower to give us the tip. You also gave the tip for Times Square, which was actually a move that put you in danger, because Osborn immediately realized who you were. You've done more than enough. The best thing we all could do at the time was try to bring Osborn down before he had time to hurt his son or anyone else. We were too late on that front. That's on us. That's not on you."

"I have these powers," Peter murmured despondently, "and all I've done was s-sneak around…and…sit around…"

"Having powers does not mean you should use them," said Captain America. "I wasn't there at the end of the second world war, but I saw the footage. A lot of it, I doubt they even showed you in schools. The President of the United States walks around with a suitcase that can unleash those weapons again. Since my time, there have been plenty of opportunities to use them, and we haven't. Even when we were the only ones who had these weapons, this power, we still didn't—not after we used it the first two times. Using your powers means committing to deal with the consequences, and they can be very unpredictable. I wouldn't do it, if I were you."

Peter looked up at him in surprise. This was a man who had done everything he could to enlist in the military when he was around Peter's age, and he was telling Peter… _not_ to fight.

"The world is a complicated place," said the Cap, laying a hand on Peter's shoulder. "I wish I knew that when I was your age. I don't think I would have chosen differently, but I would have given it more thought. You have more to offer than I did, Peter. I am, as Thor would call it, a warrior, but I wasn't much else besides that. I can fight in wars, but I can't bring peace. You  _can_. You're  _way_ smarter than I ever was. You can make life so comfortable that no one would want to lose it all to war. In your past-time, you can crawl walls and swing on webs for fun. That's totally fine."

"Is that still an option?" Aunt May asked. "People must have seen him by now."

"As far as I can tell," said the Cap, "that was one reason Professor Xavier was here."

"Professor Xavier?" Peter blinked. "Is he…can he remove memories?"

"I honestly don't know what that man can do," said the Cap, which sounded like he was evading the question, but neither Parker pressed.

"Tony has a lot of guest quarters," Natasha broke in, having gotten sick of the ice pack and laid it on the table next to her. "Peter's already used one. Mrs. Parker, there's another on the same floor. We think it's best if you two can stay at the tower, at least for the weekend."

"Why?" asked May. "Is it to monitor Peter for the scepter?"

"Yes," Natasha said unapologetically.

May sighed. "Alright," she acquiesced. "I think, at this point, the more friends Peter has, the better. He's lucky to have all of you watching out for him, even when we didn't know."

"Aw, he's a good kid," said Sam, sounding and looking not at all offended by the fact that Peter once shot his face full of web earlier. "Besides, anyone who can trip up the Tones is someone I wanna keep around."

"Sam," the Cap shook his head.

* * *

Ned arrived that evening, looking exhausted.

"I have to figure out how Tony Stark hacked us," Ned complained. "And wear your freaking earpiece! How am I supposed to be your Guy in the Chair if I can't talk to you?"

"I'm sorry," Peter sighed. "But…well, at least you get to meet, uh…"

Tony Stark had not shown his face since Peter woke; presumably he was dealing with all sorts of issues, from Professor Xavier to some person named Fury. Still, Ned was delighted with JARVIS (which is apparently all capitalized? Something about being an intelligent system, but the way it went about it suggested Mr. Stark was fitting things to the acronym instead of the other way around).

"So if we put you into a robot body," Ned asked, "can you basically just walk around pretending to be human? Like can you be an android? Do you have feelings? I mean emotions, like can you feel happy?"

"I do not feel emotions," said JARVIS. "I assist in managing my creator's living quarters as well as his suits, any computational assignments, and occasionally, I even order delivery."

"Do you like things? Or dislike things?" Peter asked.

"I was not programmed to have preferences of that nature."

"Do you want to?" Ned asked.

"I was not programmed to have such desires."

It turned out, JARVIS was everywhere in the tower, or at least he was able to observe everywhere—with the exception of the vents.

"How come you never said anything when I was here before?" Peter asked.

"I am not a public entity," JARVIS replied. "Most employees of Stark Industries are unaware of my existence."

That explained why the AI had been so discreet whenever Peter was around.

"But Dr. Banner knew about you?"

"Yes. He and my creator are special colleagues, as are Black Widow, Hawkeye, Captain America, Falcon, and Thor. Colonel Rhodes and Miss Virginia Potts are also aware."

"Who are Black Widow, Hawkeye, and Falcon?" Ned asked. He looked like he was seconds away from a meltdown. "Peter this is so cool I am so glad I'm your friend it's the best thing ever! Can I meet Dr. Banner? And Captain America?"

"I already gave Dr. Banner the head's up," Peter grinned. "And I'm sure Captain America wouldn't mind either; he seems like a really cool guy!"

Ned was also appalled by Peter's code.

"Yeah, I get why he isn't putting another intern to this," said Ned. "And dude! What is it with you and recursions?"

"This is why you're taking over," Peter grumbled. "I'm gonna work on the wings."

"Wings?"

"Dude…"Ned breathed later, when Peter showed him the prototype he was assisting with (it did not do as well in the wind tunnel as they had hoped, but his supervisor had some ideas on how to fix it),"your life is the coolest."

Unlike Peter, Ned was not able to stay overnight, since his parents expected him home. Soon, it was just him and Aunt May. Even Mr. Stark and Pepper were nowhere to be seen.

Peter sat with his aunt on the couch in the common area for a long time. They said nothing, just held each other. The events of the day caught up again once Ned's presence faded, and Peter was once again feeling the echoes of that terror, that loneliness, the feeling of his life hanging in the balance, of her life being in his hands when he had no idea what to do. For all that it seemed like there were no consequences; no one was charging Peter for theft, or breaking in—no one even seemed to be angry, and in a strange way, he had somehow gained a bunch of allies when he did not have them before…

Things were going to change.

Harry Osborn was in the hospital, probably in critical condition if they had to take him to surgery, and his own father had basically tried to kill him. Peter found himself wishing that he had reached out to Harry more in the past. He had known Harry for about a year, slightly more. Like everyone else at the school, he had largely ignored the other boy unless he could not get away with it. Harry had no friends at school and his own father was a psychopath, his mother was long dead. While Peter had been fighting to get his one parent back, Harry had already lost both. And then, to add to the insult, Peter had been the reason Harry was in the hospital in the first place.

If Harry died…

It would be even worse than Uncle Ben. Because Uncle Ben had been shot with a stray bullet by a man Peter had been trying to stop. Harry…Peter had been directly responsible for that.

 _-Help-_ , his text had said. And instead Peter had hurt him.

"It's going to be okay," Aunt May reassured him. "I'm here. We're safe."

She held him for a long time before they retired to bed.

* * *

**_There are six._ **

**_Weave the web._ **

**_There are six._ **

**_Spin the web._ **

**_There are six._ **

**_There are six._ **

**_There are six._ **

* * *

When Peter woke, he was on the ceiling.

This sometimes happened when he was feeling stressed; in the early days after Uncle Ben died, sometimes he would find himself up there; it might have something to do with the fact that Peter associated the ceiling with relative safety when he sneaked around.

The general anxiety ended up setting the tone for the rest of the morning: Norman Osborn's arrest was all over the news, which Pepper and Aunt May watched in glum silence. Tony (who threatened to make Peter debug code for the rest of his life if he ever called him 'Mr. Stark' again) finally made his appearance for the first time since flying with Peter along the Triborough bridge; he looked like he probably only slept about two hours, and downed two cups of expresso in as many minutes. He sat down between Peter and Pepper, already jostling his knees up and down in hyperactivity.

"What did Fury say?" Pepper asked.

"He relented. He knows he doesn't have the personnel to figure this out anyway." He looked at Peter, probably to say hi, but then did a double-take.

"You look way too upset for a kid who took down a supervillain."

"He's worried about Harry," said Aunt May.

"Osborn junior?" and in a true Tony Stark fashion, he looked up. "JARVIS, go into Forest Hills records and—"

"Tony," Pepper remonstrated.

"The kid was injected with goblin serum, we're gonna have to figure out if it does anything eventually and it's not like we can ask for permission. JARVIS, Forest Hills records, look for anyone who's male and like a hundred a ninety-nine years old or something and was suffering from brain trauma. Hospitals have these standard ways of making people anonymous," he said to Peter, "which, if you ask me, really actually makes them stand out, because no one's name is Unknown Carolina nor is anyone a hundred and thirty years old."

"There is no one with that history," JARVIS reported.

"You're kidding!" Tony blinked. "Uh, what about recent discharges? Don't say what kind of discharge."

"A one hundred and twenty-nine-year-old male was transferred yesterday from the hospital to a North Shore center in Long Island for ecmo."

"Ecmo?" Tony did another double-take. " _Ecmo?_ What on earth is ecmo?"

"Based on the vitals and the use of the acronym in medicine, ECMO stands for extracorporeal membrane oxygenation."

There was a beat of silence.

"Oh," said Tony, "well, I'm not a doctor. Don't know what that ultimately means." Somehow he sounded like he knew exactly what that meant. "Could also be another unfortunate fellow in a car accident or something. They also anonymize people they don't know, not just kids they're guarding."

Peter looked at his aunt, but Aunt May did not react much to this.

"Hey," said Tony to Peter, "you wanna work down in the workshop?"

"Tony," Pepper sighed, "the party?"

"You're taking care of it. You're much better at that sort of thing than me. Obviously, make sure there are lots of soft drinks; we got a minor with us and I don't want to get arrested. Short stuff and I were supposed to work down there yesterday if Norman didn't ruin everything like he always does."

"There's a party?" Aunt May blinked.

"It was supposed to be for a successful mission in Sokovia," Pepper explained. "I suppose we have more to celebrate now. The pumpkin bomber is behind bars. Naturally, the ones responsible are invited as well."

"Tomorrow's a school day," Aunt May reminded, "but I suppose Peter can do with something to lift his spirits."

"Then it's settled. JARVIS, instruct Dum-E and U to clean up whatever mess they made—I'm sure they made a mess. They always do."

"I like Dum-E and U," Peter protested.

"I'd punish you for saying that by making you take them," said Tony, "but making you work on actual programming's a far more important use of your time."

"Everyone's on my case about that!"

"If you actually put some heart into it, you can create something like JARVIS," Tony pointed up at the ceiling, even though JARVIS was technically all around them. "You're taking robotics in school; how you think you can get away with whatever you're doing is beyond me, but you're gonna stop because you're a Stark intern now, you're not getting away with that. Though not today; today we work on fun things. Come on, short stuff. We'll let the ladies have their lady time together."

"Have fun Peter," Pepper smiled.

* * *

The scepter was not in the workshop this time. Peter did not really expect it to be. The two of them worked together for a little bit, but Peter's mind was all muddled. Eventually, they were side by side under a thruster that was too heavy to lift onto a table, and it took Peter a long time to realize that Tony was just lying there next to him, neither of them actually doing anything.

"You wanna stop?" his boss asked.

Peter hesitated. "…I don't know."

Tony was actually quiet for the longest time since Peter knew him.

"I'm not a good listener, really," said the man, "but is there something in particular that's bothering you? Because normally, taking down a terrorist almost singlehandedly—I mean Nat's good and she probably could have done it too because she can handle the Hulk, who's at least a hundred times tougher than  _Norman,_ but how you did it was definitely even cleaner than she would have done—that's normally something to be proud of, and you look very much the opposite of proud."

"…I just feel like no matter what I do, things go wrong," Peter confessed slowly.

"What, Harry?"

"…Yeah."

"That's not your fault, kid. That's, like, trying to save bear cubs from a psychopathic mother bear. Or father bear, but even mother bear. If a wild bear tried to kill her own cubs, how are you supposed to save them? Short of shooting her before she could hurt them, but she'd have already hurt them before you even knew what was going on."

"I just—" and tears welled out again—Peter was not sure where the waterworks were even coming from. He wiped his face with a grease-covered hand, which probably made everything worse, but such was life. "I just hate that I made Harry's life worse. Like…I'm—my parents are gone. Aunt—Aunt May is all I have, and—she's not even, like, related. She's married to Uncle Ben, who's my dad's brother. When my parents died—I just—I was so scared, I mean, I was this useless kid, I couldn't do anything, and all I wanted to be was—someone—someone who people would point to and say, 'I'm glad he exists, I'm glad he's not dead like his parents, because him being around…makes the world a better place'."

"I'm…pretty sure people say that."

"No, you don't understand—Uncle Ben died and it was my fault," and now there was no stopping the tears. "He took a bullet that was meant for  _me_ , and if…if I hadn't tried to be a  _hero_ , stop the robber in that store, it would never have been fired and Aunt May wouldn't be all alone, and now Harry—Harry's in the hospital because  _I_ put him there—"

"Kid—"

"I hit him, Tony! I hit him and I didn't hold back—"

"Hey hey hey, okay, stop talking now. U, make yourself useful and grab a box of tissues because the kid's getting snot all over him and all over me."

"Sorry."

"Stop saying that. If you say the word 'sorry' again I'm gonna make you debug Dum-E and U, and if you think your AI is bad—no don't set it on top of the table there, how are we supposed to reach it? Bring it here. There." And a tissue was stuffed into Peter's hand.

Peter was blowing his nose when Tony spoke again, and his speech became slow and measured.

"I never told anyone about this, not even Pepper or Rhodey, but when I was captured in Afghanistan, I wasn't the only captive there. There was a man, Dr. Ho Yinsen. Brilliant man. Doctor. Saved my life more than once, first when I first got there; I had these metal fragments in my chest, and they were worming their way towards my heart—that was the reason I made the arc reactor, but I wouldn't even have been able to build that if Yinsen hadn't bought me time.

"I learned, while I was there, that the weapons I had designed…they were being stolen by these terrorists, to use on innocents. They wanted me to design another for them. I had other ideas. I had this idea for a suit—honestly, when I think about that one, I'm kind of embarrassed—it really sucked, compared to the ones I designed later, with better materials and better…well, everything. But, I didn't have much to work with; couldn't test it out, didn't have great materials or great lighting or even a lot of space. I intended to do the best I could and then use the suit to get us out of there, blast all them terrorists to hell. Yinsen helped me, helped cover for me when they came to check in on us. Towards the end, we were almost done, but we ran out of time; they were coming in and if they saw what we'd been up to, all of our work would have been for nothing. I just needed maybe a couple of minutes. Yinsen bought me that time. Was shot in the process. Fatally.

"We both knew he wasn't going to make it, but I was going to carry him out, try to get him back to his family anyway, but he told me to leave him behind. Turned out, he had no family left—they had all been killed, you see. There was no one waiting for him at home. The only reason he remained had been…to save _me._

"He wanted to reunite with his loved ones in death. So I turned away. I left him there. I blew the place to hell and I left and never went back."

Peter swallowed, stunned. He had never heard Tony sound like this before. There was something heavy in his voice, the weight of an old grief that had never been lifted, never been released onto anyone else's shoulders.

"Last thing he said to me was 'Don't waste your life, Stark'," Tony said quietly. "And you know, since then, despite everything, there were times when I came close, anyway. I usually don't want to think about Yinsen, because I'm not use to situations where I can't…pay people back. He's not going to want money, or Stark tech…or some kind of freaking plaque. He didn't even have enough corpse left to be buried by the time I got out of there. And I hate the idea that he'd struggled as I had, more, even, and had fought so hard to get to where we were, just to die so I could live. That's messed up. It's so pointless.

"But, ever since meeting you," he inhaled deeply, "I had an epiphany. You see, everything I'm doing, everything Steve's doing, Nat, Clint, Bruce—everything we do is for _you_. You, your friend Ned—you kids are the only things that matter in the end. Everyone dies, you see. And there are two things that matter when we die; what we've done up till then, and what we're dying for. Yinsen died to save me. He was a doctor. Saving lives was his calling, and with that in mind, dying for this reason was…actually not a tragic one. It's actually a triumph, even though I wish he were here—I'd hire him as my personal physician, you know. He'd be at the party tonight, and every other party. There were so many things I'd have wanted to do for him. But he died a winner _and_ a hero to boot, so…that's actually a victory. Your uncle died so that you will learn to be more careful, so you won't go swinging around and flaunting your powers just because you have them. His death has saved his nephew, whom he obviously loved as much as he would his own son. That's worth it, in his books. In Harry's case, well, he's not technically dead yet. We'll see. But if he dies, then at least he helped to take down a dangerous terrorist. That's noble too. If we're all gonna die eventually anyway…if our deaths lead to good things, that's not a bad thing.

"If Stark Industries were to fall apart? Pfft. If Iron Man suits go the way of the dinosaurs, whatever—those are just the means. I wouldn't shed a tear if any of these things were lost." He paused. "Okay, I might shed one tear—I mean I still devoted a ton of hours to all this. Well, I might need a strong drink, because I don't do tears, exactly. Eh, a couple of strong drinks. I might need a night. And a morning. Anyway, that's not important—but if the world becomes the kind of place where there aren't kids like you, that's not the kind of world I want. Do you understand, short stuff?"

Peter sniffled, dabbing his eyes again, and Tony handed him a fresh tissue before picking up a screwdriver, apparently deciding that he might as well work on his end while Peter wept like a baby.

"My uncle…was smiling…when he died," Peter mumbled, moving his hands down, but unable to bring himself to help Tony just yet. "I—I keep thinking about that…and wondering why."

"Well, he's obviously happy that you're okay," Tony twisted the driver.

"…But he was bleeding out onto the sidewalk."

"So? _You_ weren't bleeding out onto the sidewalk."

"But…" Peter blinked rapidly, a little floored by this answer.

"You're never gonna feel  _good_ about what happened," Tony went on. "Damn. This needs more drilling. I'll get to that later. Peter, you're never gonna feel  _good_ about any of these things. But you're gonna make mistakes—we all do. I still do, and I'm older than you. You don't even want to know all the stupid sh—uh, things that I've done when I was your age—"

"You  _can_ swear, you know," Peter said wryly, "I'm fifteen, not five."

"Close enough," Tony insisted. "But anyway, what I'm saying is—no, Dum-E, I said I was gonna drill it later, move that away! What I'm saying is, we're human, we make mistakes, and very often we forget that other people recognize that we  _are_ human and that they do understand that we make mistakes. No one expects you to be perfect, Peter, least of all your uncle, your aunt, or Harry. So stop beating yourself up for being less."

They ended up spending the rest of the time lying there next to each other, Peter just watching while Tony worked. Tony did not ask him to get involved, nor did he tell Peter to go away. There was something therapeutic about watching Tony work, and Tony seemed to understand. He still muttered comments, half to himself and half to Peter, verbally abused the two robots, and told Peter things about Captain America that Peter suspected were actually untrue. Tony seemed to have a thing against Captain America; not anything serious, but he seemed very wary of giving Peter the impression that the Captain was a good role model.

"I can't tell if that's your stomach growling or my stomach growling," Tony said at last, "but either way I think it's time to eat. JARVIS, where are the ladies?"

"Miss Potts has just inquired after you. She appears to be wondering whether you are planning on starving your intern to unconsciousness again."

"What do you mean, 'again'? I wasn't responsible for the first time!"

"Nevertheless, if he does fall unconscious from hypoglycemia, it would be the second time in as many days, and you would have been involved with both."

"Short stuff, once you get better at programming, you're going to fix JARVIS' attitude," Tony said to Peter as they rolled out from under the thruster.

"I kind of like his attitude though," Peter insisted.

"You would, wouldn't you? Cheeky brat. Tell Pepper I'm bringing the kid up."

* * *

Out of everyone, Peter and May were the only ones who were dressed in casual clothing at the party; everyone else was in suits and cocktail dresses. No one seemed to care, though, and several men even flirted with May, much to Peter's awkward horror. After Norman Osborn, he was a little sensitive about that, and would tug his aunt away when the men looked like they were getting a little too chummy.

Not too long after the event began, Peter met Thor officially.

At first, Peter thought Thor was his code name, like Hawkeye and Iron Man and Falcon, but apparently his name was actually Thor. On top of that, he was _the_ Thor, son of Odin, the Norse God of Thunder with his famous hammer Mjølnir and the many misadventures with Loki and Baldur and Freyja. 

Which was insane.

He had laughed with Ned at the story of Thor wearing a woman's wedding dress in order to fool a giant into getting his hammer back, and how he had to wander around looking for a cauldron with his friend Tyr, how he slaughtered the Jøtnar like the Jedi cut through droids in the prequels. Their conclusion had been that Vikings were weird and they were glad the Scandinavians have a more pacifist attitude about life.

Peter's life was essentially a wash of incredulity now, but this one had to take the cake.

In person, Thor was not any less intimidating; he was huge, even clad in a blazer and slacks. While he was not exactly glowing with divine light, there was something about him that raised the hair on Peter's skin—that feeling that there was something more than met the eye, powerful entity disguised as a mortal man, unassuming and sedate for now, but catastrophic when provoked. His face was tough, with a strong chin and strong eyebrows under golden locks. Though Peter had enough strength to dislocate jaws with one punch, he still felt a little frightened of the man. God. Whatever he was. 

But Thor's eyes were kind when he bent down to Peter's level (even crouched as he was, he still reached Peter's shoulder—this guy was enormous), and he clasped Peter's elbow in his hand in a warrior's greeting.

"Ah, the little spiderling" he stated. "And you're his mother? You've raised a good son."

Neither Peter nor May corrected him. Peter was too busy wrapping his mind around the idea that he had just clasped arms with  _Thor._

"You're Thor," he said stupidly, and looked at his aunt. "He's Thor. Thor Odinson. The most powerful Aesir." What does one  _do_ when one meets a god?

"Oh dear," Hawkeye remarked from behind Thor. "If you keep going at this rate, Tony's going to kill us all." It was not clear if he was talking to Peter or Thor, not that it mattered, because Peter could not care less about what Clint Barton was saying when he was meeting a  _Viking God._

"I thought you were made up," he said to said god, which was probably not the most polite thing to mention, but he could not stop himself. "Have you been here all this time? Were you watching us?" Thor was said to be a protector of mankind. "Have you been watching over us?"

There was something pained about Thor's eyes when he looked at Peter. "You have been watching over yourselves well enough," he replied. "You look better than you did. I am glad for that. You are a brave child, and bravery should be rewarded."

"What are you doing here?" Peter gulped. "I mean, not that you shouldn't be here, or—but—um, but I just meant, like, we didn't know you were around, and does this mean the others are real too? Like Freyja, and Odin, and Hela, and Loki—Loki, oh my God, is Loki real too?"

Thor did not answer immediately.

"I expect you may meet some of them," he stated at last, but did not specify further. He stared into Peter's eyes in a way that made Peter feel very awkward. It was not creepy, like Osborn; it was more like Thor was reminded of something that made him sad. 

"Do you have any siblings?" he asked.

"Uh…no."

"Good," Thor said for some reason. "No one to steal attention you need."

"Well," Peter looked down, flushing. He did not want to touch on that other sense of guilt he had: Aunt May and Uncle Ben did not have children of their own, and he often wondered if it was because he got in the way.

"Peter's good though," Aunt May stated, ruffling her nephew's hair. "He doesn't really seek attention all that much."

"That is good," Thor smiled, looking genuine and yet somehow still sad. He moved his hand to where Peter's webshooters were. "They told me you made these."

"Um…yeah."

"It makes web? Just like a spider?"

"…Yeah."

"Clever."

Peter kind of leeched onto Thor for a while, even though Thor probably preferred other company. "You're really Thor!" he heard himself keep saying, and was unable to stop. "I've learned about you in school! And in stories—you were in all these poems and stuff, and we named a day after you: Thursday, for Thor's day. Get it? I don't know if it really matters that much to you though. So this means Asgard is real, right? What's it like? Where is it? Are you really immortal? Have you really been around for hundreds of years?"

"Over a thousand, I believe," the god seemed amused. "As for immortality, ah, that depends on one's definition of what it means to be immortal."

"You have apples," said Peter.

"Yes."

"They make you live longer."

"Yes."

"How often do you have to eat them?"

"I know not, actually. They are there, and we never lack for them."

"If a human eats one of Idunn's apples, will we live longer too?"

"I know not. Though humans and Aesir look alike in appearance, we are not the same. There may be some effects, but what they are, I cannot say."

"This is so cool! So Asgard is real, and you're real, and the apples are real—all those adventures with Loki, then, they really happened!"

Thor regarded him with eyes that were warm and yet hurt to look at. "You remind me of him," he murmured. "He was always clever, and when we were children, a long long time ago, he was always eager to please. He had a delightful sense of humor. He was different from everyone in Asgard, but he had a way of making fun of himself that inspired affection from the rest of us. He would jest about his flaws and his inferiority and we would laugh, because we loved him for it. We had no idea that every time we laughed, we caused him pain. At some point, he started playing tricks on others. We would laugh, laugh, laugh, and he would play, play, play, and eventually they were no longer innocent tricks, but deeds with a true intent to do harm. He swallowed his loneliness and became all the more lonely and bitter for it, until it swallowed him whole. I do not think you will follow his path, young one, but you, too, are clever and eager to please, while being different from those around you. Do not hide when others hurt you, more so if you regard them as your friends. Friends can hurt one another, but they never mean to."

"Uh…okay." Peter was more interested in validating the stories of Loki turning into a female horse, and then giving birth to Sleipnir the eight-legged horse, so this loaded response caught him completely off guard. On the other hand, Loki was hardly a good guy in Norse mythology, (even if he had always been Peter's favorite,) so he supposed he should have known better.

Not that the kind of stories Peter wanted were much more comprehensible; Thor mentioned some adventures he and the Warriors Three would participate in, but there were all these names and locations that Peter did not know, and the significance of each victory, the humor of each defeat, were completely lost on him. There was never a search for any kind of cauldron either; Thor laughed at this when Peter asked. "Why would we drink ale we just brewed when the best drinks need aging?" he pointed out. "Nay. We did search for mead once, on one of our journeys, but we did not look for a cauldron, no. If we did, ha! You humans have imagination, I give you that."

"What kind of powers do you have?" Peter asked. "Besides lightning? Can you—" and the thought occurred to him "—do you think you can heal Harry?"

"…Harry."

"He's Osborn's son," said Peter. "He's fifteen, like me. He—his dad…poisoned him, and then I…and now he's in the hospital, and—"

"I see." Thor looked regretful. "I'm afraid healing is not one of my abilities. We Aesir rarely have need of healing. Eir may be able, but healing can be as brutal as the injury. If he fares as poorly as they say, he will not thank us for our efforts."

Peter did not really understand this answer, but he could tell it was a refusal.  _So much for that._

"Do you have that famous thunder hammer?" he asked then. "Mjølnir?"

"Do you wish to see it?" the Aesir asked. There was a certain weight to the question that had Peter blinking in uncertainty.

"Um…I've just…I've heard of it. Anyone who reads—um, I'm sorry if that's not appropriate—"

"Nay. Curiosity is understandable, all the more when there is no ill intent." The Asgardian had been holding a tankard of vodka, but he set this down on one of the small tables used in such parties, and gestured to Peter. "Come with me."

Aunt May wandered off somewhere, which kind of stressed Peter out; he was not exactly  _nervous_ about being by himself with Thor, who had been so patiently indulgent all this time, but he hated to be parted from his aunt after the terrible scare yesterday. Still, this was  _Thor_.

And this was Thor's  _hammer. Mjølnir._

_This is so cool!_

As Thor led him to a quieter corner for some privacy, Peter asked, "Is it weird talking to humans like us? I mean, I'm fifteen—I must seem like, I dunno, so young and stupid compared to you guys."

"Humans are generally fragile beings," Thor replied thoughtfully, "and your lives are fleeting, but I would not say you are young or stupid. Some of you are old creatures, even in your youth. You have adapted to the challenges of your world and the limits that you face, just as we did. Though your senses are limited, your minds are not. It is for this reason that we Aesir could communicate with your ancestors at all. On the other hand, some of you are young, even with age, but such faults lie amongst the Aesir as well. Though I have known your world as you have never seen, I, too, have been slow to learn what some of you know instantly. When it comes to knowledge, we do know more than you, but wisdom is a different state. Now come. Let me show you Mjølnir."

Mjølnir ended up being kind of unimpressive. It was more of a mallet than a real hammer, and looked like a hunk of metal with a handle pointing out. There were some engravings on the sides, and it was well-balanced, even when tipped on a diagonal with one of the sides against the floor, but if Peter did not know any better, he would have thought it was some kind of prop. It did not even glow or anything, the way the scepter did. It just sat where Thor put it.

"Can it summon lightning?" Peter asked.

"It can _channel_ lightning," said Thor, "as well as other elements."

"Wait, no way. You mean you weren't just a thunder god?"

Thor laughed and did not answer.

"It looks really heavy."

"If you are worthy," said the Aesir, "it is as light as you need it to be. If you are not, no amount of strength will allow you to lift it."

"Worthy?" Peter blinked. "What does that mean?" He thought of the Vikings and their reputation. "Do you have to, like, pass some sort of test? What makes you worthy?"

Thor did not reply for a moment.

"To this day," he said at last, "after over a thousand years, I doubt I ever understood what it means to be worthy. Many can wield its power, and wield it well, but they cannot lift it. It is a weapon, and therefore an instrument of harm, yet one who intends to do harm is not worthy of being its master.

"My brother was never able to lift it. I had taken that for granted. He worked so hard, as a child. Studied. Trained. He always struggled to master what I learned easily. Eventually, he would surpass me because he would commit when I would lose interest. He excelled at so many arts, but he was never able to lift Mjølnir. Ever since he died, he visits often in my thoughts. He was once so loving. So eager to bring others happiness. He wanted so desperately to be worthy, but I think Mjølnir always made him doubt. In the end, he gave up. That was when we lost him."

"You mean Loki," Peter realized. "Loki was your brother." He did not remember that from Norse mythology. "He…what do you mean, you lost him?"

Thor looked away.

Peter wished he had a better brain-to-mouth filter. "I'm sorry. I didn't mean—"

"Fret not," Thor looked at him. "He passed not long ago. He died a heroic death. That is not a tragedy."

Peter thought about what Tony had said.

"When he was your age," said the Aesir, "he really was just like you. Full of light and curiosity. Few remember him as he was."

"When he was fifteen?" Peter tilted his head. "Was he younger or older than you?"

"Younger."

There was a knock on the wall.

"You're gonna get us all killed," said Colonel Rhodes, though he said this with a smirk.

"You exaggerate," said Thor.

"I have never been more serious in my life."

Thor picked up Mjølnir, and laid his other hand against Peter's back.

"Apparently, I am being selfish by keeping you all to myself," said the Aesir. "For the safety of my comrades, I must relinquish you to this fine fellow."

Peter was fairly certain it was the other way around, but Colonel Rhodes was gesturing to Peter to go over to him like the fate of the world depended on it.

"You know JARVIS is always watching," the colonel hissed at Peter through gritted teeth. "Thor may be able to withstand Iron Man, but the rest of us wouldn't prefer it. Come on; have you seen the chocolate fountain? Let's get you over there."

Away from Thor, Peter started getting preoccupied with thoughts of reuniting with his aunt; he said hi to Black Widow, who had styled her hair to cover up the goose-egg Norman Osborn gave her; Dr. Banner shook Peter's hand again, almost making Peter gush once more, though compared to a Norse God, even he seemed just a little less cool. Captain America slapped him on the back—he had hugged Peter the entire way back to his aunt, which was not really the kind of introduction Peter would have wanted, but at least the man was still super friendly, and even offered Peter a game in the courts in the next week or two. ("How well _does_ a spider play basketball? We must answer this question!") Sam Wilson wanted Peter to hack the Iron Man suits into making farting noises (programming was not Peter's favorite past-time, but the prospect of pranking Tony Stark was actually quite motivating). Throughout it all, his aunt was very much not within sights. Neither was Tony, actually, but Peter was naturally more concerned about May.

Fortunately, she was the one who found him, when it was time to go.

"Mr. Hogan is driving us," she told him, "so it's not too bad. I'll have to figure out how to get to work tomorrow, given the state of our car."

_Right._

"Did you have a good time?" she asked, as they went downstairs to join Happy Hogan at the limousines.

"Well…yeah," Peter decided. He got to meet  _Thor_. "You?"

"I had a good time," she winked at him. "I'm glad you got this internship, sweetie. I'm seeing the up sides to it."

Peter laughed. "Tony Stark's the man."

" _You're_ the man," Aunt May bumped her elbow into him.

**Notes for the Chapter:**

> Come on. Realistically? Meeting a literal god vs meeting a celebrity? Sorry, Tony (not sorry; can't wait to watch him flip out).
> 
> In the spirit of keeping things subtle, just as Peter had no clue who Hawkeye and Falcon were, I am establishing that he had no clue Thor was real, or that Loki was responsible for the Chitauri invasion. This was actually never made clear to me from the movies; one assumes that SHIELD is a super secret agency, and such information would be classified from civilians, but I have a vague memory of Loki kind of announcing himself to the world in Berlin or somewhere. If I kept with it, I'd have to include a worldwide religious crisis somehow, and I honestly did not want to portray that (Captain America handled it gracefully by not really having a crisis at all, but you know the general population is…more diverse). 
> 
> Also, I do realize Thor might be a little OOC, but I can't believe the movie Thor's like 1500 years old. There's no way someone can live that long and remain that dumb. Funny as it is, hilarious as the culture shocks might be, the dude's supposed to have lived over a millennia. He's got to be at least somewhat wiser than people less than a tenth of his age. Also, I get that the Avengers 2 movie is all quippy, and I don't expect Thor to be a sad sack the entire way through, but if I didn't know already, I'd literally have no idea that Thor (thought he) lost his brother or gave up the throne. He was never particularly introspective even as a mythical attestation, but Loki has been Thor's brother for 1495 years or something. They were only estranged for, like, 5 of those years. I'd expect Thor to be at least a little depressed. And comparing Peter with Loki…DOES ANYONE REMEMBER THE YOUNG LOKI AND THOR WITH ODIN IN THE FIRST MOVIE? Little Loki was the cutest. I could totally see young Loki asking endless questions and just being precious as a child.
> 
> Let's just say, Aunt May just found a ton of help with caring for her nephew, and she totally knows it.
> 
> On another note, don't actually remember if Tony ever mentioned Yinsen to anyone, but in this AU he didn't. I didn't see Iron Man 3, to be honest, but I don't remember him ever speaking about Yinsen to anyone in the previous movies, and even in Iron Man 3 Yinsen only appeared in a flashback that didn't seem to be all that significant to Tony. *shrug*


	11. Chapter 11

**Notes for the Chapter:**

> And another character steps forward from the background :D

_"Did you hear?"_ the students whispered,  _"Norman Osborn was arrested!"_

_"He's the pumpkin bomber!"_

_"Did you notice that Harry's missing?"_

_"Why would Harry show up to school when his dad's arrested for terrorism?"_

_"You think they'd give him the death penalty?"_

_"This is so crazy…"_

_"That's insane…"_

By third period, Peter was feeling sick to his stomach. Ned looked after him in concern as he pretended he had to go to the bathroom and escaped to the stairwells, where he sat by the window and tried to get his act together. He knew Ned wanted to go after him, but it would have looked too suspicious to the teacher.

He was finally getting a hold of the queasiness when Michelle Jones plopped down across from him on the same windowsill.

"You know what happened to Harry," she said without preamble, her hair sliding over her shoulder.

Peter stared. He was so not in the mood to deal with Michelle's brand of weirdness. "Why are you here?"

"Why are  _you?_ "

"None of your business."

"None of yours either. What happened to Harry?"

"How should I know?"

"I don't know, but you've been pale as a ghost every time people have been mentioning him and his psycho dad," she pulled both her feet up and folded them under her. "And it's not the 'haha I dodged a bullet there when I worked with him on my project' pale, it's the 'something really bad happened to him and I can't say it pale."

"How would  _you_ know the difference?"

"Give me some credit," she grimaced. "So, what happened to him?"

"That's none of your business either."

"If it's that bad, we're gonna find out eventually," she pointed out.

Peter looked out the window. "He lives with a dad who's a terrorist. What do you think happened to him?"

Michelle inhaled and exhaled.

"Have you been in touch with him?"

"I don't even know where he is."  _Someplace in Long Island, on something called ECMO._ "I don't even know if he's alive or not."

She stared. "You blame yourself."

Despite everything, despite what everyone else said, what Captain America and Tony and Aunt May said… _Yeah, I do._

"It's not your fault, you know," she went on. "I don't know what kind of mutant powers you have, if it's like super hearing or whatever, but just because you have powers doesn't mean you're expected to do everything."

"What?" Peter looked at her, and received another grimace of disgust.

"Puh-leaze. 'Heard ticking'. Like, that might work if no one else has ever ridden the subway. The only idiot dumb enough to believe a normal person could do that is Flash, not to mention there's no reason for a bomb to  _tick_. This isn't the movies."

Peter opened his mouth to defend himself, but he had known his excuse was lame, so he shut it again.

"What  _are_ your powers anyway?" she pressed.

There was nothing for it, he supposed; she had already figured it out, and denying it would only tick her off. Peter was just going to have to hope that Michelle was as trustworthy as Ned.

"I can sense…danger, I guess."

"Danger?"

"Yeah."

"Is that your only power?"

Peter hesitated. "…No."

Michelle gave him a pointed look.

"I can stick to walls…and things." Peter demonstrated by pressing one palm against the wall behind him and doing a pull-up, before settling down again. "And I…I'm faster and stronger than average, I guess. I'm—I'm the reason Harry's…in a bad way."

"That's messed up," Michelle opined when she weaseled the story out of Peter. "Doing that to your own son. Man, I'm glad he's caught."

"…Yeah."

"It's not your fault," she insisted. "Sucking at lying is your fault. Sucking at keeping secrets is your fault. Punching a monster trying to kill you—that's called self-defense, Peter Parker. Don't pull a Flash Thompson on me here."

Despite himself, Peter let out a chuckle. Michelle Jones' unique brand of wit somehow made her reassurance more effective. "Thanks, Michelle."

"My friends call me MJ."

"I thought you didn't have any friends, MJ."

"'Didn't'," she announced. "Past tense. Learn your grammar, doofus."

Peter found himself grinning widely when she tugged him off the windowsill.

* * *

"This is so cool," Ned exclaimed during lunch. "We're like, Harry Potter, the Gryffindor Trio."

"Thought Ron was scared of spiders," MJ cocked an eyebrow.

"Well, I'm not a huge fan of real spiders," Ned admitted, "but Peter's not a scary spider."

"That's true," MJ conceded.

"Wait a second," Peter scowled. "That somehow didn't sound like a compliment."

"It's not," said MJ. "You're lame."

"How—what?!"

"I bet you suck at knitting," MJ insisted. "And sewing. Just because you secretly make a ton of slimy goo in chemistry lab doesn't mean you know how to weave."

"What?" Peter exclaimed again. He looked around him in the cafeteria. "Oh my God. How many people have seen me do that?"

"No one else," MJ insisted. "I'm just very observant. Unlike the rest of the school. Present company included."

"She's such a great Hermione," Ned nudged Peter. "She's even got the bushy hair. You know, JK Rowling never specified that Hermione Granger's white."

MJ tilted her head thoughtfully. "Hm. I'll take that, actually."

"She's even got the snobby attitude," Peter snickered.

"Hey! Watch it!"

"Kidding! Kidding kidding," Peter took her by the hands as she got up, before she could step away from the table. She relented, sitting back down. "Come on, MJ, if you're gonna make fun of us, you gotta let us have a few swings too."

"We gotta come up with a code name for her," said Ned. "You're Spider-Man—"

"Spider-Man?" MJ raised her eyebrows. "That is so—"

"—I'm the Guy in the Chair—"

"—Guy in the—"

"So MJ here should be—"

" _Not_ Hermione, that's so uncreative—"

"I was gonna say Sherlock, Miss I'm-so-observant—"

"I refuse. That's so cliché. Besides, if I were to be someone from that series, I'd prefer to be Irene Adler. At least she was never beaten by anyone."

"It doesn't have the right ring to it though," Ned lamented.

"Pallas!" Peter exclaimed suddenly.

The other two teens stared at him.

"Like Athena," Peter shrank back when they continued to stare, "and she's…she's smart, and…she's good with arts and crafts, kind of like Apollo, and MJ likes drawing, plus she has something to do with spiders since…you know…" he trailed off.

"I like it," MJ declared.

She was not impressed with Peter's webshooters.

"I really can't imagine how you could make them uglier," she stated.

"Well then you design them so they can fit web fluid, Miss I-doodle-people-in-distress-for-the-fun-of-it."

"I accept the challenge," she announced. "What do you need it to do?"

Lunch was wrapping up before they were quite ready, and Ned wanted to come with Peter back to Stark Tower to hopefully meet Tony Stark in person. Peter and Ned managed to weasel MJ into coming along by some sort of miracle, so they all agreed to return to the topic once school was out.

"If you make it look girly," Peter warned as they headed out to the halls with the rest of the students.

"Give me some credit, Spider-boy."

"You know what's missing?" Ned raised a finger. "Some kind of insignia! Yo, we should design a symbol for you, like that big S for Superman, or the bat symbol for Batman—"

"But those are both comic book characters," Peter grimaced.

"Pfft.  _You're_ a comic book character."

"I'm trying to keep on the down low here!"

"I do like the idea of a spider symbol," MJ declared. "You can use that to give you the street cred you don't actually have."

Peter blinked rapidly at this, and his good mood died down.

MJ seemed to realize what was wrong.

"Sorry," she muttered in genuine contrition, because if anything, Peter  _did_ have street credit now, and he was not exactly thrilled about it.

"Oh my God," Ned ruined it instantly. "Michelle Jones actually apologized for something."

"Shut  _up_ Guy in the Chair."

"You used it!"

"That's still a stupid name, but clearly you don't deserve a better one…"

* * *

"We can't call ourselves the Gryffindor Trio," Ned remarked when they were on the subway platform heading towards Manhattan. "We're not Gryffindors, we're more like Ravenclaws anyway, and also wizards are not real."

"At the rate this world is going," MJ said dryly, "we'll find a wizard  _somewhere_ , if even freaking  _Thor_ is real. Do you think we'll meet him there?"

She was putting on a show of being disinterested, but Peter could tell that she was intrigued.

"He might be. We can ask JARVIS."

"Can't call ourselves Power Rangers since everyone thinks of the original five anyway," Ned was still deliberating. "There's the X-men, right? Maybe we can call ourselves the S-men. For spider. Or A-men. For Arachnid. Wait, that sounds kind of like Amen."

"That's not at all sexist," MJ drawled. "All these teams with women get named 'something-men'. We're just there for the eye candy and to inspire you heroes to do something you should be doing anyway."

"S-Trinity, then? S-Trio. S-Triquetra."

"This is so stupid."

"We don't have to go with something to do with three, necessarily," Peter suggested, when the E train finally pulled up. "MJ's observant, and she's smart, and she can strategize, she's Pallas, and I'm…you know," since there were other people boarding the train, "and Ned's the Guy in the Chair who can work on the  _internet_ , like the World Wide Web, and we all have something to do with…arachnids. We're Arachne."

The other two stared at him again.

"You do realize what Arachne's story was, right?" MJ cocked an eyebrow.

"I know she's the reason there are spiders," Peter tilted his head from side to side, refusing to be cowed this time. "It's why I thought you'd make a good Pallas in the first place."

"She also got ripped a new one by Pallas Athena."

"Like you don't do that to us anyway," Ned pointed out.

"You do realize Athena might be real, if even you-know-who is real. I'm questioning whether it's wise to even take on the title of 'Pallas', given what she's done to people who overstep their boundaries. If she turns me into a Gorgon or something, the first person I'm going to turn to stone is you."

"Even if Athena's real, she's not going to be insulted. Plenty of real people are actually named Athena," Peter pointed out. "Plus, 'Pallas' just means 'girl', or 'maiden'."

"I think the name 'Arachne' will take attention off Peter," Ned gestured. "Everyone's going to expect a girl when it's in fact, you know, a guy. That way if Peter has to do something with his, uh, skills, and people say 'Arachne did this', well, they'd think it's like the Charmed Ones, or Charlie's Angels. Not us. And I like the sound of it."

"Hm," said MJ, though she seemed to quietly approve.

They transferred at Times Square, where MJ muttered to Peter, "'Ticking'. You idiot," to which Peter exclaimed, "What else was I supposed to say? I couldn't say I saw anyone do it, because then I'd have to identify and I wouldn't even know what I'd be looking for."

At the platform for the 1, 2, and 3 trains, they started talking about Harry again.

"Yeah I didn't want to, uh, go in that direction," Ned stated, referring to hacking the hospital. "Tony Stark might be able to get away with it but he also hacked the bluetooth which I still need to place protections on—maybe he can teach me how?"

"I want to bring him flowers or something," Peter muttered, "but I wouldn't even know where to go. Do they allow visitors when they anonymize people?"

"I don't know?"

MJ shrugged.

"Poor guy," said Ned.

"Yeah."

MJ reached out to rub Peter's arm. "Even if he doesn't make it," she pointed out, "could also be his psycho dad's drug. Who knows what that does to the body."

"Aunt May also got it."

"She also got the antidote, didn't she? Harry didn't."

This was why MJ should be Pallas, Peter decided.

"He's all alone now," Peter folded his arms. "I hate that even his dad…I mean, there are definitely messed up families—we know about that, but it's…I don't know."

"Different when it's someone you know?" MJ cocked an eyebrow.

"Well…yeah. I mean, I went over to his place. We…I don't know. We could have been friends. He wasn't a bad guy. He wasn't necessarily the most fun, but he wasn't bad, and maybe…maybe if he had more friends, he'd have someplace to run  _to._ "

"It's not like you were a bully to him," MJ stated. "You can't solve a problem you don't see. None of us knew his dad was such a psycho."

"I did."

"Well, you didn't know he wasn't a psycho too."

"He asked me for help," Peter mumbled. "I was only worried about myself."

"How did he ask you for help?"

"He asked me to come over to his place."

"So he wanted to lure you right into danger? Sounds like a swell guy," MJ rolled her eyes.

"Well, he might have been hoping to get me alone with him so he can tell me more."

"Or he might have been luring you to the manor so that you can be in the hospital instead," Ned pointed out. "Look, there's no reason for you to think Osborn's going to hurt Harry now when he didn't before, and asking you to come over to hang out isn't exactly a glaring SOS. When he did manage to ask you for direct help, you went. What more could anyone do?"

Peter sighed, but acknowledged that this was probably true.

The conversation then turned to Thor.

"Man, wish my parents let me stay," Ned groused.

"You know he was a really dumb god in the stories right?" MJ folded her arms, looking unimpressed, but Peter could sense, somehow, that this was just an act.

"He's not that dumb," Peter laughed. "Half the stories weren't true. He mentioned a bunch of others, but I didn't really know what he was talking about. He was cool, though, really nice. Very tall."

"He's a Viking. No duh."

"He's not a Viking, he's an Asgardian!"

"A Viking Asgardian."

"Just wait until you meet him. I'm sure you will."

The train finally arrived, and they boarded, but the doors did not close for a long time. As the commuters started murmuring, the overhead speakers announced,  _"Ladies and gentlemen, we are delayed because of train traffic ahead of us. We apologize for the inconvenience."_

"Train traffic on a Monday afternoon," MJ drawled. "Must be some jerk holding things up or tossing garbage down the rails again."

But the wait dragged on and on.

"Dude," Ned complained, "We could have walked there by now."

"What's the hold up?" Peter wondered.

"There might be something on the news," MJ murmured as she took out her phone. Subways had wifi now, but it was still touch and go. Peter and Ned chatted about the camera lens and whether there were any spare lenses lying around at the tower when MJ tapped Peter hard on the shoulder.

She wordlessly handed Peter the phone.

 ** _Explosion at Stark Tower_  **the headlines read.

Ned looked over Peter's shoulder.

"Oh," his friend exclaimed.  _"Crap."_

* * *

It was unclear exactly what happened, except that one of the floors of Stark Tower had exploded sometime that afternoon, and some iron suits were seen flying out. Tony Stark and Captain America were nowhere to be found. Peter tried calling Pepper or Happy, but even they were not reachable. The tower itself was largely intact, minus the smoke which was still puffing out.

"Do you think this was Osborn?" Ned asked. "Like, one of his pumpkin bombs?"

"Maybe."

"Wonder what your Thor guy was doing when all this was going down," MJ raised her brows at Peter.

"He might not have been there when it happened."

Aunt May, naturally, wanted Peter as far away from the site as possible, so the Arachne took the train back to Forest Hills.

"I was just there last night," Peter mumbled. "I was  _just there._ " Why did trouble seem to follow him everywhere?

"So was I!" Ned lamented. "Man, this is crazy."

"I hope everyone's okay…"

By the time they all reached Peter's apartment, it was clear that the incident had nothing to do with Osborn.

 _"Reports suggest that Tony Stark's own iron suits may have been responsible for the explosion,"_ the news reporter stated,  _"as some of the footage show what looked like remnants of unfinished prototypes that were just functional enough to fly away."_

"And he's always on my case about my programming," Peter muttered.

"Well, he _is_ Tony Stark," said Ned. "Do you suppose there's a way to contact JARVIS?"

"I honestly haven't thought of that."

"He's all over Stark Tower. Maybe if we hack into Stark Industries, we'll find him, and he'll tell us what went down."

"Who's Jarvis?" MJ asked.

"Tony's AI."

"Tony Stark has an AI named Jarvis?"

Aunt May was cooking a giant feast, as she usually had to ever since Peter came into his powers. Peter was glad he got the Stark Internship; he was not sure how she would have been able to afford all the food all by herself. He was earning a decent amount, though now with the Stark Tower blowing up…he wondered how that was going to go.

What a mess.

"Yeah, he needs to eat a lot," Ned explained to MJ as they sat on the sofa, eating snacks. "The other day, when he was trying to get to Osborn, he fainted because he missed too many meals that day."

"All that super strength has to come from somewhere, I guess," MJ appraised Peter's relatively lean form.

Aunt May had Peter help set the table, which Ned and MJ assisted with even though the woman insisted they should relax.

"You need to be more careful," she said to Peter, "and you two…please, you need to help him. At the rate he's going, the whole world's going to know about his abilities."

"I'm his best friend!" Ned exclaimed. "Of course I was going to find out eventually."

"I'm very observant," said MJ.

"Observant, huh?" Aunt May raised her brows for some reason.

Peter told her about their team name, which had Aunt May chortling into her glass of water.

"Well, I suppose having more friends is better than having fewer," she murmured, "but you really need to be careful."

"We'll keep him in line," MJ promised. "It's a wonder he hasn't screwed up earlier."

"I was totally in line!" 

"Right," said MJ. "So you remember the assignment you're supposed to finish by tomorrow?"

Peter paused for a beat, thrown by the change in topic.

"Yeah I—of course I remember! I was gonna do it at the Tower!"

Ned snorted.

_Ned, you traitor._

"I'm questioning this power team here," Peter announced.

"No you're not," MJ leaned back. "Hurry up and finish eating so we can get to it because I've run out of paper to sketch pictures of you in distress."

"You're a lot meaner than Thor," Peter grimaced, "and he's an actual god."

"Who said I care about his standards?" MJ sipped her drink.

Aunt May watched the exchange with a smile and said nothing.

* * *

Tony Stark and Captain America remained missing through the evening and even the next day. Pepper sent a text to Peter telling him to lay low for the time being. She did not explain why, but assured Peter that she will contact him when it was practical to return to the Stark Tower again.

Which was encouraging, because at least he has a position to return to, despite everything.

At school, things were different yet again. With MJ in the know (she insisted she had always been in the know, she just chose to reveal it because she knew Peter could not keep it to himself anymore, a claim Peter questioned internally but did not outright challenge), there was a sense of…well,  _family_ , in the school now. MJ and Peter actually shared a lot of classes together, though she was interested in art and some of their classes were flipped, but everyone still had the same assignments and exam schedules even if they did not share the exact class period. They did share lunchtime, obviously, and it was different having MJ around to chat with, because she seemed nicer, even though her tongue was as sharp as ever, and she even sketched out the insignia at some point after they parted ways Monday evening.

"Dude," Ned breathed, impressed, "that looks so metal."

"Of course," said MJ. "I know what I'm doing. Put that on there and it would actually look like something people would want to wear. And you should include other things on it, like a holo screen, or something. Surely Tony Stark has that kind of tech that you can get scraps from."

"I was thinking of that," Peter admitted, "but honestly, the web fluid already takes up so much volume when compressed. If I put in all these other features, I would have less webbing, and that's really the thing that I wanna prioritize. I don't want to be in a situation where I have to walk home in the middle of the night instead of swing home."

"Well it could be on the insignia itself," MJ pointed out. "Weld it onto it and have it crack open to show a screen or something. Give you access to whatever Ned is seeing on his screen, or something."

"That's such a good idea," said Ned, "but how are we gonna fit something like that into something so small?"

"You're the geniuses who made the wrist band. You figure it out."

"I didn't make the wrist band," Ned muttered.

Liz Toomes, elegant in her turtleneck and slacks, chose that moment to walk past their table to join her friends on the other side of the room. Peter's eyes followed her even as Ned continued to protest his involvement in the webshooters.

"You're pathetic," MJ interrupted Peter's thoughts.

"What?" Peter jumped, startled.

"The only time you ever interact with her is at decathlon practice," MJ rolled her eyes. "You only like her because she's hot and popular."

"You jealous?" Ned teased as he elbowed her gently.

"'Course not. Why would I care about him crushing on girls he doesn't even know? There are plenty of guys like that. Even I have guys crushing after me just because they think I'm unattainable. They have no clue what kind of person I am, so they make it up in their heads that I'll somehow be their perfect person, but only to them and no one else. They feel so special that way. Seriously, Parker? You really don't feel special enough already?"

"Wow. Ego," said Ned, but Peter blinked, looked at the senior student with her perfect hair and perfect makeup, and realized he really had no idea what kind of person she was outside of decathlon practice. Or even in decathlon practice, since decathlon practice left little room for heart-to-heart conversations.

He liked Liz because…she was polite, but so were many girls. She was pretty, but that was not a good reason to really like someone over anyone else. She was smart, but so were others. Everyone else liked her, and…that really did make him a loser.  _Huh._

"…and how would you know that, huh?" Ned was saying to MJ.

"I'm very observant. I feel I shouldn't have to keep saying this. It makes me question the intelligence of my company."

"Well who has a crush on you?"

"Why would I tell you?"

"Why wouldn't you? Not like you care about their dignity. Besides, I'm the Guy in the Chair. I'm where all the information gets integrated. We'll test your theory, and if you're wrong, you're buying us froyo after this."

"And you'll buy the froyo if I'm right?"

"Totes."

"You're on." MJ proceeded to name a few names. "Even Flash Thompson," she went on, "because he thinks that he'd look really cool if a girl who doesn't like people ends up loving him. He's too chicken to actually ask me out, so he imagines me asking him out instead. What a tool."

"Hm," said Ned. "Gotta figure out a way to get him to admit that."

"He's an idiot. Shouldn't be a challenge."

"You say it with such confidence."

"When I'm right, I'm right."

"This should be interesting either way," Ned said to Peter.

"I'm always down for froyo," Peter declared.

* * *

Froyo never happened, because when school let out, Aunt May was outside. She honked when she saw Peter from inside her rental car, which she obtained while their old car was in the shop.

Peter tried to read her face. It was somewhat expressionless, even if she smiled a little upon seeing the trio.

 _Arachne,_ he corrected himself. He was really liking the whole idea. Ned was the most enthusiastic about their little group, but Peter was starting to feel it too.

"Hey, Aunt May," he came over, with Ned and MJ tagging behind. "Uh, what are you doing here?"

"We're taking a trip up to Westchester," she replied. "I'll explain on the way there. Sorry if I ruined your plans," she said to the other two.

"No worries," MJ said dispassionately. "Peter's just gonna miss out on froyo. Catch you tomorrow," she said to a bewildered Peter, before turning and kind of knocking Ned back along with her in her retreat.

Aunt May started the engines as Peter got into the passenger's side, swinging his backpack down to the space in front of his legs. "Westchester? Are we going to the Xavier Institute?"

"That we are," said the woman, turning the steering wheel along with her blinkers.

Floored, and not a little bit dismayed, because ever since Uncle Ben, Peter had always kind of associated the school as a place for…well, kids that were not  _right_ , it was a bit alarming to have to go there. "What…did I do something—"

"No, it's not you," his aunt replied, looking blatantly unhappy now. "There's been a situation."

**Notes for the Chapter:**

> So this fic has started to open up some possibilities that really were not available to the original Spider-Man, not just for Peter but for other characters as well, mainly Ned and MJ, so I thought I would plant the seed here. As for why I chose the name Arachne, I don't know. Her story's not really very inspirational from a superhero standpoint, but at the same time it does teach a lesson about not overdoing things and has a certain charm about it due to the whole Greekness. At the same time, for some reason I feel like a feminine team name is somehow appropriate for this trio even though there's only one girl, because Michelle Jones just seemed like a significant enough character that the team should be based on her, even though this story is still about Peter (obviously, since everything is from his POV). Ned and Peter also seem like the kind of kids who wouldn't mind having a feminine team name, at least the way I was writing them, and obviously, the name itself is rather deceptive. Not that these teens are exactly planning on doing team missions and stuff, besides homework; it just seemed like something they'd discuss for fun. Teenagers do stuff for fun, not because they have any particular plans (they're known for not having much talent in planning, after all) and I just wanted them to goof around with each other.
> 
> One thing that did bother me about Peter's crush on Liz Toomes, though adorkable, really is the fact that I think he just likes her because she's popular. I don't think he means any harm by it, but in a way this is kind of objectifying. I don't like it when girls crush on guys just because they're popular either. Just imagine if you were the popular kid in school, and someone likes you just because you're the popular kid in school. Well what if for some reason you weren't popular despite being the same exact person? Are you no longer deserving of the attraction? It's innocent of Peter (it's a crush, not love), but it's something I do need him to grow out of in order to fulfill one of my tags.
> 
> MJ's entrance might have been a little forced, but I went with it because I feel like she's gonna do what she's gonna do, much like Tony Stark, and she's the type to take control of the situation (we're friends because I say we are and etc) when it suits her. She obviously does care about Peter. The movie doesn't allow much opportunity for MJ to be of much use, because Peter's of the mindset that he has to be strong and taken seriously, but my Peter Parker has allowed himself to be a kid, and to be overwhelmed, and to be taken care of. I felt it made sense for MJ to step in because Peter allows himself to be vulnerable and this gives her much more of an opening.
> 
> Let me know what you think! <3 you all :)


	12. Chapter 12

**Notes for the Chapter:**

> Taking liberties with the age gaps here because I seriously don't know what's going on anymore with the X-men universe and the rest of the Marvel universe…like I can't even…

The situation was, a deadly robot AI and a pair of superpowered humans were planning on kidnapping Peter.

"One of Charles Xavier's faculty contacted me today," said Peter's aunt. "He had been involved in Norman Osborn's case. The scepter is apparently still influencing Norman Osborn. He has been demanding that you be taken to protective custody."

"Okay? And we believe him because…?"

"Charles Xavier can read minds, and can tell that Osborn is genuine in his concern." Aunt May reminded him. "He refrained from reading my mind or yours, at least to my knowledge; however, given that he was clearly influenced by alien technology, he did not refrain from reading Osborn's. In fact, he was recently recruited to do just that. Osborn was able to gain further knowledge of what this technology is supposed to be capable of, because the scepter somehow grants its victims whatever they need to serve their master."

Master. Peter was Norman Osborn's master.  _That's so messed up._

"There are six Infinity Stones. Among them is the Mind Stone, which has powers I frankly don't understand, but it does involve minds of sentient beings. They are very powerful and require a strong constitution to use, or else they'd destroy their user. Humans don't have that constitution. Even you don't. Someone wants you to, though. Several someones. One of them was Osborn. The other is this new entity called Ultron."

"Ultron." Tony had mentioned the name to Dr. Banner just this past Friday. "Wasn't that some kind of…neural network…"

"An AI. Apparently Tony Stark had been designing it ever since the alien invasion, hoping to prevent future invasions. He was using the Mind Stone to try to enhance its…AI-ness, I guess. I don't know why he thought _that_ would be a good idea; using something that was trying to invade us to protect us—but whatever. Either way, it's linked to the Mind Stone, the same way Norman Osborn is, and knows the same thing Norman Osborn does, so it also wants the same thing Norman Osborn does. Osborn's contained in some kind of FBI facility or something, so he can't do anything, but the AI downloaded itself into one of Stark's suits and then flew off, apparently with the scepter, to try to find some…bizarre way to enhance you further, or something."

"Enhance me further?"

"It went to Sokovia, apparently. Tony Stark and Captain America chased it there, but then it lost them. Stark contacted Xavier to tell him that this AI could have gone anywhere. Asked Xavier to take us in for a bit until they get this sorted out."

Peter stared. "This is nuts. So we're going to stay at this…mutant boarding school. Why is everyone suddenly so interested in me?"

Aunt May sighed. "Why must you be so interesting?"

"Aunt May!"

"It's gonna be okay, Peter," she stated.

"So you packed all our things, or something? What am I gonna do about school?"

"We're figuring it out as we go, apparently."

"This is nuts!"

"I know."

"This is—" Peter grabbed his hair.

* * *

"—amazing!"

The estate was  _huge_ , but more than that, there were amazing people here, just out in the fields, practicing with their powers and blowing things up, making things grow, mutant kids that could fly picking up things for mutant kids that could not. Some of the folks looked human enough; others looked like everything to blue cats, green lizards, giant red insects.

In fact, the latter actually took up the bulk of the student population, which Peter could kind of understand.

"This is my husband, Scott Summers," said Dr. Grey, a slender redheaded white lady who had apparently been the one to contact Aunt May. She gestured to a white man with brown hair and sporting a pair of shades, reminding Peter a little bit of Tony Stark, except this guy was dressed in a toned down business-casual dress shirt and slacks as opposed to Tony's…Tony-ness. It was a bit difficult to read his expression through the sunglasses, though he held his hand out to Peter to shake with a small smile.

"We realize this has been a trying time for you," Dr. Grey went on while her husband seemed to size Peter up. "We do appreciate your trust in us."

" _We_ appreciate  _your_ efforts in protecting Peter," Aunt May returned. She seemed to genuinely like the other woman. "You were certainly not obligated. How is Professor Xavier? Is he here?"

"He is still at the government facility. He has not disclosed its location to me, but I suspect he should be here in the evening," said Dr. Grey. "Come, why don't we set your things down, and then Scott and I can give you a tour of the place."

"Mutants have been around," Dr. Grey explained when they commenced the tour, showing the great hall where the kids dined ( _Just like Hogwarts,_ Peter thought) though there were several kitchens scattered around the estate for students to browse through at their own leisure. School was out here, just like in Forest Hills, so the classrooms were empty, but these rooms were no different from any other classroom, except maybe there were fewer windows, as most were regular rooms that were refurbished into classrooms. The estate, Dr. Grey told them, was originally a private home of Xavier's parents, who had been very wealthy and left only Xavier as the heir. "In the olden days, records indicate that the ones who had mutations too distressing were often killed for one reason or another, particularly those who were born looking markedly different. Over time such mutations were whittled away due to natural selection, so only mutants who could control their powers well, or had powers that could exploit the more generous feelings from society—those prophets and psychics and such—were the ones that survived. This remained stable for a very, very long time. But after the Curies discovered radium, there was a period when everyone was interested in radiation, and this provoke a new wave of mutants—most of them with detrimental changes, often causing early deaths due to illness, weakness, and such, though some with much more beneficial powers. Then, during the Second World War, the Germans were experimenting with nuclear power, and the United States succeeded with the Manhattan Project—children who were born after that generated another wave of mutants, this time more dramatic. Every other week, Charles finds another mutant child in distress. So now these children are cropping up at an exponential rate, especially since countries all over the world are attempting to work with nuclear power. Russia, China, others. Generally, parents and communities are very accepting of a child's abilities as long as they are pleasant, so to speak, but some children have powers that are hard to control, others look disfigured, and others just have parents that are more interested in exploiting these abilities than nurturing their child's growth. We generally prefer children to grow up in their own homes, as long as they can remain discreet and healthy and happy, but sometimes that's just not possible. The staff here are all coached to handle any situation that may arise; these are children, you see, and sometimes they are so dangerous that if we weren't here, a community might have to kill them simply to save the others."

"So the students here are all orphans?" Peter looked around, feeling incredibly sad.

"Some are," said Mr. Summers. "Some might as well be. Some have family at home, waiting for them to be ready to return. Not all are here because they were mistreated or in danger; some are here just to get a little bit of extra help. Kurt!"

A blue figure, also dressed in a dress shirt and slacks, though there was a long tail protruding from…the butt…( _Wow)_ , turned around at the call.

"Oh! Hallo!" he exclaimed, waving a three-fingered hand at Peter. "Fellow vallcrawler eh? Zis Peter Parker?"

 _Whoa,_ thought Peter.  _Now that's a German accent._

"In the flesh," Mr. Summers held his hand out. "Kurt Wagner, another staff of the school. He climbs walls to terrorize students on Halloween."

"Among ozer sings," laughed the blue fellow ( _He has_ ** _fur_** _,_ Peter realized) as he raised the same three-fingered hand to shake Peter's and Aunt May's. "Nice meeting you."

"You can crawl walls too?" Peter's eyes widened. "What lets you do that? Cuz I kind of do it by the Van der Waals forces. Is that how you do it too?"

"You know vat, I don't know!" Mr. Wagner's eyes were shining with laughter. "Zere's so much else to vonder about, zis seemed zee least of it."

"What other powers do you have?" Peter asked.

* * *

Teleporting with Kurt Wagner was  _not_ pleasant.

"Wow," said Rogue, who was one of the older students, "look at his hair."

Peter's hair—including the ones all over his body, had pricked straight up the way they would whenever his spider-sense went off, though the ones on his head were also standing straight, like he had been touching a static ball. He had to sit down to calm himself.

"I'm so sorry," the teleporter exclaimed in contrition. "Teleporting too often can be bad, but zis has never happened before. Are you okay?"

"Yeah, yeah, just, uh, whatever you just did, it just set off my…spider-sense."

"Spider-sense?" Mr. Summers tilted his head.

"Yeah. I have a sense for when danger happens. I guess it considers…teleportation a danger."

"I'm so sorry," Mr. Wagner lamented.

"I'm okay," Peter reassured him. "I just need a moment. I wanted to try it, remember? I'm okay, just a little…freaked out, I guess."

Mr. Wagner's tail wavered behind him in uncertainty as he continued to stare at Peter with concern. It was odd, how easily Peter could read his eyes even though they did not look human.

"I von't do it again," he promised. "Not unless it's to protect you."

"Thanks," said Peter, smiling up at him. Really, how could anyone get mad at Mr. Wagner? He was clearly such a sweet guy.

Well, once one looked past the blue.

Rogue, a beautiful white girl with brown hair lined with white locks in the front and a thick Southern accent, started arguing with a brunette white boy she referred to as Sam.

"See, I told ya, he goes somewhere before comin' back in another location."

"This proves nothing—"

"Yah it does—"

"And they're at it again," said Mr. Summers. He had yet to remove his sunglasses the entire time the Parkers were here. "We should relocate; they'll be doing this for a while."

"Do you need to eat something?" asked Dr. Grey after they left the teenagers to their bickering. "Something to drink?"

"I go to kitchens," said Mr. Wagner, and then  _ **Bamf**_ **,** he was gone in a puff of smoke and sulfur.

"That should make anyone's hair stand on end, come to think of it," Mr. Summers remarked thoughtfully.

"I never much liked teleporting with him either," said his wife.

 _ **Bamf,**_  Mr. Wagner was back with a glass of orange juice, which he handed over to Peter.

The alarms suddenly sounded just as Peter finished drinking.

"Um," said Mr. Summers, "that's gotta be Ben."

"He's one of the new students," Dr. Grey said to Aunt May. "He…has some trouble, still, with his powers. Pyrokinetics. I'll be back. Scott, Kurt?"

"Yeah," said her husband.

Peter chuckled. "That's sort of what happens in Tony's workshop on a daily basis." At his aunt's stare, he realized he probably should not have mentioned that.

"Feeling better?" Mr. Wagner asked.

"Yeah, thanks. Sorry, didn't mean to cause all the fuss."

"Don't apologize," said Mr. Summers. "Trust me; compared to what Jean's dealing with right now? I don't even want to know what's on fire. My powers won't be of much use, fortunately, so I'm letting her deal with it."

A young brunette white girl wearing a backpack, suddenly stepped into the room through a wall. She let out a startled squeak, which made everyone else startle as well.

"Oh God," she exclaimed, "I didn't know there was anyone here. Sorry."

"You should learn to walk into rooms the normal way." Even through his sunglasses, Peter could tell Mr. Summers was glaring. "And knock."

The girl turned her nose up a little with an ambiguous sound that was both in agreement and in protest, but then did a double-take when she realized she did not know everyone in the room. "Sorry. Whoa." She blinked at Peter. "You look familiar."

"Times Square bomb," Mr. Summers replied.

"Oh yeah!" She broke out into a smile and came to shake Peter's hand. "I'm Kitty Pryde. It's so nice to meet you—I kind of figured you must have been a mutant or something along those lines—"

"Not a mutant," said Mr. Summers, "but he's enhanced."

"Whatever," she waved a hand at him, continuing to grin at Peter. "So are you staying with us?"

"For the moment. Kitty, why don't you show Peter and his aunt back to the dining hall? DInner's starting soon."

"Uh, sure!" she looked at the strap of her backpack. "Let me just drop this off. Be right back!"

And then, just after getting lectured as to why she should not do this, she phased out of the room.

"In one ear and out the other," Mr. Summers lamented. "We're generally use to it here by now, but she needs to get out of this habit. It's discourteous."

"She's just practicing. We tell them to embrace their powers."

"Being considerate and embracing one's powers aren't mutually exclusive."

"Ja, ja," said Mr. Wagner, before grabbing Peter's empty glass of orange juice out with his tail.

Peter had to go over what just happened in his head for a moment.

"You have a prehensile tail!" he exclaimed. "That's so  _awesome!_ "

* * *

Dinner was grilled vegetables and alfredo pasta with the option of adding chicken if one were so inclined. Peter and his aunt ate with Rogue, a senior student named Bobby, and Kitty. They were not, as it happened, the kind of tight-knit group the Arachne were; there was something going on between Rogue and Kitty, even from the start, but they seemed to _want_ to get along, even if their exchanges were filled with the sort of faux pas that can only happen when there was some underlying friction. Bobby sat between them, looking dismayed, like he really only wanted to eat dinner with the Times Square hero, but felt compelled to let the two girls join. His power had to do with ice; he could freeze water into ice, which he demonstrated by freezing Peter's glass of water. He could also seem to conjure ice out of thin air, or maybe he was just condensing the water vapors, because he fashioned such shapes like a Nokia phone, a pair of sunglasses, an ice rose (which he presented to May). As for Rogue, her powers had something to do with acquiring other people's powers through skin contact. She could not control it, and Peter discovered that his spider-sense, while not reacting violently as it would to an outright attack, had him subconsciously and casually dodging her bare hands every time they were in danger of touching his own skin. Unlike Kitty and Bobby, Rogue seemed unhappy with her powers. She did not go into detail about why, but Peter could guess, and did not press her about why she was in this school in the first place.

Kitty and Bobby, on the other hand, were a little less obvious, but they were also more open about what brought them to this school; Bobby was raised in a very religious household, one of those that Peter often labeled in his head as a little psychotic, like the mother from Stephen King's Carrie, and even though Bobby never really had many issues with control (at most, he was training to become  _stronger_ , not more refined), he was basically banished from his home for being a spawn of the devil or something. (Though, and he said this himself, technically he was still the spawn of his parents, so what would that make them?) 

Kitty came from a more physically abusive household, with a drunk mother and an absent father, a fact that she stated with a nonchalance that had both Parkers speechless. She had used her phasing abilities to run away, She had lived on the streets for a time before someone called in child protective services and she was taken to a foster home. Her foster parents were good examples of what foster parents should be, Kitty remarked, but the trouble was the other kids, many of whom were already embittered, angry, and occasionally prone to violence. Some of them tried to bully Kitty, which was when her powers were inevitably revealed. She was one of the few students that were taken to the Xavier Institute by the good Samaritans, instead of being found by Charles Xavier's team.

They seemed like cool kids overall, and none of them were all that bothered by the fact that Peter was younger than them. Bobby even offered to teach Peter how to ice skate, if Peter were around for long enough, or ever wanted to come back ("You kind of know the address now, not that it's a big secret or anything.") Kitty would phase her arm through the table to scratch her leg instead of reach around, or phase her fork past her drink instead of going over it, something Peter thought was a bit overkill, but at the same time, why not?

As for the infamous Ben, Rogue identified him as the young teen with a head that was literally on fire. For all that it was strange to see, he was not even the weirdest occupant in the hall, though he ate by himself; he was new, Bobby explained, and his powers were unstable, plus he was shy. The other students have approached him, but Ben was still homesick and having trouble adjusting. 

"They all come around," Bobby assured. "The kids are giving him a little space for now just because he might light them up if they tick him off. But no one gets left out here. Someone is always there. That's the magic of this institute. There's a little hierarchy, and we do have some cliques, but for the most part everyone is here because we need each other."

Rogue was tellingly quiet while Kitty nodded her agreement.

Among Dr. Grey, Mr. Summers, and Mr. Wagner, the staff also included Ms. Munroe, a black woman with incredibly dark skin contrasting with snowy white tresses that flowed down her back, and Mr. Rasputin, whom Peter initially thought was a robot (which he felt should be forgiven considering the stuff he had already come across; thankfully, the Russian's personality did not seem as stereotypical as his accent, as he apparently refused to drink). There were apparently other members of the staff that did not show for dinner for whatever reason ("Most likely gradin'," Rogue sighed), but not too long after the food was ready, the television news once again broadcasted an explosion; this time, in Johannesburg.

"Dear God _,_ " Bobby breathed. "That's, like, Negasonic Warhead on steroids."

Johannesburg was a disaster; half the city seemed to have caught on fire based on the footage, all the more dramatic because it was nighttime. Peter and his aunt gaped as the reporter outlined the areas that were involved. The blame, it seemed, was on Iron Man and Captain America as well as their associates; the Hulk, a beast of a thing that had been an unholy terror prior to the alien invasion in Manhattan, was seen flinging itself from building to building in a mad rampage, but the biggest issue was actually the clash between the Hulk and one of Iron Man's suits.

From the halfway down the hall, Peter heard Mr. Summers whisper to Dr. Grey, "We need to ask Charles about this. There's something going on here. Whatever this is, it's going to affect everyone if this continues, and I don't think Stark and Rogers can handle it on their own."

"He's on his way back," said Dr. Grey. "Logan's also coming."

Mr. Summers paused for a moment. "Motherf—ugh."

"I know, I know," she murmured. "But we all knew since childhood that you have to know how to work with people you don't—"

"It's not even that, though God knows if—but if he's bringing  _him_ —"

"I know." 

Peter stared at the television in dismay. Was Tony Stark okay? Was Captain America okay? Were all those _people_ okay? This was so horrible…

The students were also a little alarmed, though mostly intrigued, generally too distanced from the scene in question. Some of the black students were quiet; Peter suspected they might have come from Johannesburg, or at least Africa, though other black students were less affected, but still murmuring to their classmates in solemn tones.

"Think some of the staff are gonna leave tonight," Kitty whispered.

"Ya think so?" Rogue cocked an eyebrow

"Yeah. I mean, whatever's happening, if it's the Hulk, or if it's Iron Man, neither one is good news."

"This is so crazy," Bobby muttered.

Aunt May leaned over, squeezing Peter's shoulder. 

"I'm glad we came here, for all that," she murmured. "Whatever this is…if they're really after you, I think this might be the safest place to be."

Shortly after they left as well, with Aunt May suggesting Peter do his homework, Peter sent a quick text to Ned, who promptly merged it with a group chat he named "Arachne".

 _-You think Iron Man and co survived that?-_ Ned wondered.  _-They seemed to have fled the scene-_

 _-Typical-_ MJ remarked.

_-I don't know. I hope they're okay. That looked really bad-_

_-Stark Industries really IS better than OsCorp-_ MJ's sarcasm was evident even via text.  _-Bigger explosions, higher casualties, the whole shebang-_

 _-How long are you and your aunt going to stay up at Westchester?-_ Ned asked, ignoring MJ.

_-I don't know. The folks here are saying some scary things, though these people have such cool powers, it makes mine feel kinda lame. There's another person here who can crawl walls, though he's blue, AND he can teleport, AND he's got a prehensile tail!-_

_-Oh man!-_ Ned exclaimed.  _-Who is he?-_

_-His name is Kurt Wagner-_

Peter and the other two chatted for a while before they traded homework details. He was finishing up the final calculus question when he realized he was being watched.

His spider-sense did not go off, so Peter did not startle, but he did blink curiously at the young, fair-skinned little girl with scarf around her eyes like a blindfold. She was also wearing a shawl that looked far too big on her.

"You are different," she stated, in a soft voice. "Less, and more. Pardon. I was wondering how you would be, thank you. You are the same."

"………Uh……hi," Peter blinked. "Um, I'm—"

"Spider-Man," she interrupted. "Sorry. Yes. I know. It is different. Everything is different. No. I wish you could stay. It's bigger, in this world, and you're bigger, thank you, hopefully it is all better. Please. I am Ruth. They call me—yes, please—Blindfold."

There was something really wrong with this girl.

"I'm—"

"Confused, sorry," Ruth interrupted again. "I don't mean to interrupt. You have places to go. No. I wish you could stay, but it is better—please—this way. You are Spider-Man. You will always be Spider-Man. Thank you."

She disappeared past his door before Peter could make any sense of what just happened.

 _She must have been here because she's got some cognitive delay,_ he thought. A mutant with intellectual disability? He wondered what her powers were.  _Must be a challenge, training her._  If she had destructive powers, like whomever Ben was, it would be an even bigger debacle. He wondered where she would go once she became of age.

 _That really sucks,_ he thought, because he really could not imagine anyplace Ruth could go to that would be safe for herself or for others. If she could spend her life here, that was not the worst outcome, but if she could not stay…he thought about what Dr. Grey had said.

Maybe it was the mention of neural networks and mindstones and AI's, but Peter suddenly had the thought that maybe, if he could potentially learn to create a true, sentient AI…he could also learn to fix whatever was holding people like Ruth back. The folks with autism. The folks with schizophrenia. The folks with depression. There were villains in the world, for sure, and Iron Man and Captain America can deal with those, but Spider-Man…what does Spider-Man want to be? What can Arachne be? Just another team that sneaks around while the big guys fight their big battles? Certainly, spiders were predators, and they can attack, they can trap, they can kill, but they also create and build and mend. After all the biggest threat to humans, up till the alien invasion, had always been humans themselves.

Perhaps, given that the alien invasion had ultimately failed, in the end it still might be.

* * *

Charles Xavier ended up returning to the estate at some ungodly hour of the morning, and then departed with Mr. Summers, Ms. Munroe, Mr. Wagner, and Mr. Rasputin shortly afterwards. This left the school a little bit short-staffed. The students reacted to this the way their non-mutated counterparts would, and goofed around in the classrooms and in the estates.

The Arachne group chat was a flurry of texts. Peter doubted Ned or MJ actually paid attention in class. In addition to the shenanigans in Forest Hills, Iron Man and Captain America, along with their associates, had officially disappeared off the map. Pepper sent a text, worded in a cryptic fashion:  _-Are you where Tony sent you? Don't mention where that is-_ to which Peter had responded in the affirmative, but had no clue what to make of it. 

Aunt May was able to stay for Tuesday, but in the afternoon she announced to Peter that she was driving back to Queens.

"Our rent doesn't pay itself," she remarked dryly, making Peter feel a little lousy for all the trouble this was causing her. "You being out of school is one thing, but I can't take off for two days in a row on such short notice unless I'm sick, plus I'm not really needed here. I think you're in good hands."

"But what if…" Peter did not want her to go. She had  _just_ been held hostage.

"I can't stay in hiding forever, Peter. Neither can you, but I'm hopeful that this will blow over soon." She held out her hands and took his face. "I'll be coming back for you, don't worry. This school's not a bad place, but you belong home, with me, at least until you go to college."

Peter had not even been worried about abandonment, but as soon as she mentioned it, he held his hands over hers and wished she would not go. 

"You'll be fine," she said again.

"I'm worried about  _you_ ," he scowled at her.

She kissed him on the cheek. "Stop worrying. I'm the one who's supposed to worry about  _you_ , not the other way around."

"That's…" but Peter did not press.

Bobby kept Peter occupied once Aunt May left. It turned out, spider reflexes were not particularly helpful when it came to activities escaping friction, though Rogue and Kitty had a good laugh together over it all despite the friction between them. Peter had actually skated before; he was never particularly good at it, but he had gone to Central Park and Rockefeller Center and Bryant Park, but he could have sworn he somehow became  _worse_ at it.

"It might be the growth spurt too," Kitty pointed out. "Your center of gravity's all different now. Also, falls hurt more."

Falls  _did_. While Bobby went all Olympics on them with fancy twirls and jumps, Peter nearly hit his head on a slip that had him flat on his back. It still knocked the wind out of him. He managed to move around a bit more afterwards, but it was less fun after that, so they quickly abandoned the endeavor.

Instead, Kitty took Peter on an "unofficial tour", basically meaning that he got to see all the places that Dr. Grey did not show them (the basement, partially because it was being used as storage; the attic, because it was being used as storage; the headmaster's office, which left Peter feeling a little uncomfortable, though they did not peruse through his files). They found an old arcade gaming platform ("I had no idea one was here!" Bobby had exclaimed) which they tried to turn on to no avail.

Aunt May reached home safely, sending Peter a thumb's up emoticon. The Arachne group chat was also active; Ned was researching holographic displays and updating Peter and MJ about what was current (mostly for airplanes, he noted), while MJ had redesigned Peter's wristband so that it no longer looked like "a toy out of a cereal box". They were both eager (or at least willing, in MJ's case) to meet Peter's new friends, and it was agreed that once everything settled down, they should all get together for the weekend.

Dr. Grey passed by while a group of them, including Ben the fireheaded teen, John, another white boy with highlights in his hair and pyrokinetic abilities (who was obligated to sit with Ben; he had been training out in the fields the previous day, but he was apparently best friends with Bobby), and Sam, the boy Rogue had been arguing with when Peter was teleporting with Mr. Wagner, were watching an episode of Arrested Development. Bobby pointedly sat with Peter while Rogue sat as far away from Kitty as she could get away with. If any of the other students noticed, they ignored this, focusing instead on the show. Most of them had already seen the episode and were laughing even before the gags were finished. Peter wished that Ned were here. Even MJ might like this, though he was less certain of her tastes in television shows.

Dr. Grey did not stay long, appearing to simply confirm that Peter was fitting in with the group and no one else was misbehaving. She soon left the teens to their own devices. Like clockwork, though, they all went to bed, though a bunch of new people Peter had never met before showed up around the halls. There were even more odd-looking…beings, now, some wispy like ghosts, others pale with giant eyes, and others making the kinds of high-pitched noises that seemed to bother no one else except Peter.

"They're nocturnal," Rogue explained to him. "They were actually attendin' classes while we were watchin' the show."

"Nocturnal?" That sounded… _Wow, almost as inconvenient as anything else._

"Yeah. Gotta love Mother Nature," John shrugged. "Makes you anything. Hair of fire, skin of warts, reversed circadian rhythm." Ben was tellingly silent next to him.

"Wow, so they sleep during the day? And wake up at night?"

"Yup."

"How come I don't hear them outside, or anything?"

"They're like any nocturnal species," Bobby pointed out. "For whatever reason, they're just quieter."

"Oh," Peter felt bad. "We weren't too quiet when they were supposed to be sleeping though."

"Oh, they don't mind that," Rogue waved dismissively. "It's the same thing with, ya know. Owls and bats have t'deal with yackin' crows and sparrows and stuff. They sleep away. They're use to it. Daytime is noisy. Nighttime is when things should be quiet. I've asked them about it and they said when it's too quiet, like when everyone durin' the day's on a field trip, they actually sleep worse. It's weird, but no more so than anythin' else 'round here, I guess."

"We're a weird crowd," John said proudly

Peter laughed, which turned into a yawn, which made Bobby yawn and Kitty yawn and then Rogue.

"Alright, short stuff," Bobby slapped Peter on the back, "bedtime for all of us. We'll see what tomorrow brings. No explosions today though!"

"Don't jinx it, genius!" Kitty snapped, as they ventured off. "Man, I hope everyone's okay…"

John pulled out a cigarette as he followed after, which had Rogue remarking,  _"Don't you dare, sugar. None of that stink indoors. Go light up outside…"_

Peter's phone alerted him once the three mutants left.

- _Doing OK?-_ It was his aunt.

 _-Yeah-_ he texted back,  _-going to bed soon-_

 _-Night-_ she said.

* * *

He dreamed Uncle Ben was reading the newspaper next to him. After smartphones and the internet, his uncle was still a man of habit and preferred to read hard copies.

 _"The world's gone mad,"_ he muttered.  _"Stick close to your friends, Peter. There are all sorts of nutters out there."_

 _"I will,"_ Peter said casually. For some reason, he forgot in the dream that Uncle Ben was dead.  _"I made some new ones lately. They're really cool."_

 _"I'm sure they are,"_ said his uncle.  _"Some may be better than others, though. Listen to your aunt. She has a sense for these things."_

_"They're just kids, Uncle Ben."_

_"For now,"_ said his uncle, flipping a page over.  _"People change. So will you. Not a bad thing, but just keep that in mind."_

 _"Yeah,"_ Peter murmured, not understanding at all.

 _"Madness,"_ Uncle Ben shook his head at whatever he was reading, before the dream moved away from him and to other things.

**Notes for the Chapter:**

> This was hard to write, though I felt given the universe of this fic, it made sense for Peter to go here, so I couldn't justify avoiding it, but there are just so many versions of the X-men and I really don't know who is what anymore. All their backstories are a mess, there are different versions, and in the theme of superheroes laying low in my story, as well as some superheroes being better regarded than others in canon (I just don't buy the whole "everyone hates mutants" thing. It makes zero sense, even if it creates a lot of drama and is a great metaphor for being different in the real world), I decided to just go my own way. 
> 
> In terms of interactions with Peter, I don't know, it's hard to decide how he SHOULD interact with these characters when I have such a lousy understanding of them. I have mixed feelings about including some of the X-men in the first place; Jean Grey and Cyclops being here made sense, but I wasn't sure about Storm and I wasn't sure about Nightcrawler; I felt like they should be here because the school's purpose is more concrete than in the comics; in the comics, it just seemed to be a place for mutants to hang out, but here it's for mutants that specifically cannot fit in with the rest of society for one reason or another. I left out Jubilee because…I really don't know what her deal was, and I don't think anyone really knows. I kept Rogue's southern roots because why would they get rid of that in the movies? What's wrong with the southern belle persona? I totally made up Kitty Pryde's backstory, because in keeping with the purpose of this institute in my fic, she really shouldn't be here; there was nothing to suggest she had any trouble with her abilities and she shouldn't have trouble fitting in; my options were that she was troubled or she came from a troubled family (which doesn't preclude the former, but if one had to choose…).
> 
> Having everyone get along is almost boring in my mind, but Peter was only supposed to be around temporarily and these kids were raised in a culture that reaches out to those who get added to their midst, so I didn't think it would make too much sense for there to be hostilities this early. It's not like Peter's enrolling. I feel like the interactions here are kind of meh, probably the weakest out of all the interactions Peter has had with other characters in previous chapters, but again, I can't get a handle on what the X-men folks are about anymore, and I have mixed feelings of the relationships going anything beyond friendly acquaintances.
> 
> And Blindfold…why not. She's the only one out of the ones I included that I'm not confused about.


	13. Chapter 13

**Notes for the Chapter:**

> I honestly hope this chapter makes any amount of sense :/ Let me know

Ultron attacked the institute, predictably, in the middle of the night.

Peter had woken up to find himself on the ceiling above the doorway into the room he was assigned, wondering why his spider-sense was screaming at him to run and hide. The estate was otherwise quiet, though his heightened senses picked up activity outside, soft footfalls on the lawns and the smell of jasmine teas.

He heard the sound of doors being opened in succession, and something whirring, like an engine. It seemed to come progressively closer, and with it, his spider-sense began to escalate.

There was a knock on his door, before it opened. Dr. Grey flipped the lights on.

"Peter," she said without preamble, "rouse the other students. They need to go into the safe room."

"A  _safe_ room?" Peter blinked. "You mean like a bomb shelter?"

"Something of the sort," she turned around. "Hurry."

Peter was still in his pajamas, but he supposed there was nothing for it. Dr. Grey was knocking on every door on one side, and Peter took that cue to knock on the doors on the other side. Some were little kids, he noted, with scales and thorns and fur, though a few were normal-looking; he had no idea what their mutations were. They all came out without much fuss though, which was more than could be said for Peter if he were roused from bed this late at their age.

They did not make it to the safe room. Peter's spider sense flared, which was the only thing that ultimately saved all of them, because he stopped the kids  _and_ Dr. Grey before the walls blew in two feet in front of them.

Ultron was a formidable thing. Metal and gleaming lights for eyes, with a figure that was vaguely humanoid with a touch of grotesque. It moved with the fluidity of a large cat, with the same lethal intent. Though it had no irises, there was no question which individual it was looking at.

"I have to say," it stated with a deep, male voice that somehow sounded full of character, even if it was not the entertaining kind, "I don't quite understand the logic of hiding a valued asset in a  _school._ Anthony, Anthony, Anthony. Always manages to find new ways to hurt innocents and tear to shreds what is good in the world."

"You're the one that damaged my walls," Dr. Grey drawled. "And if there is any innocent to be hurt tonight, it's on your synthetic conscience, whatever that proves to be worth."

"I have no intention of hurting anyone." The machine held out its arms in a manner that would have looked less threatening if there were not missiles on the forearms, ready to fire. "I merely mean to collect one individual. You see, there is so,  _so_ much beyond this tiny little Earth of yours. So many minds at work, plotting, manipulating, exploiting. You're all sitting around, wasting your time with your smartphones and youtube videos and Reddit forums, absolutely,  _absolutely_ clueless. Luckily for you, Nature has a way of prevailing. The key is the Parker boy. Hand him over, and you can all go back to bed—or to classes, whichever activity you were up to before we interrupted."

Dr. Grey folded her arms and strode forward in a collected, yet intent manner. For such a diminutive woman, she suddenly seemed something like Thor, and Peter realized there was a reason that while almost every other member of the faculty had departed with Charles Xavier, they had elected to have her remain here.

"I happen to know a thing or two about what is beyond this 'tiny little Earth of ours'," she remarked. "I don't think, however, you are quite as aware of what is  _in_ this 'tiny little Earth of ours'. There's a reason Tony Stark asked us to shelter him, but more importantly, there is also a reason we agreed to do so."

 ** _Listen closely,_** her voice suddenly resonated in Peter's head, and from the way everyone else shifted, they seemed to hear her too.  ** _There are two others with him—both enhanced. One of them has telepathy, and I suspect other powers as well. The other is fast. While I deal with this creature, you will need to deal with them. Seniors, protect your underclassmen. Peter Parker, stay close to me._**

And then the machine flew out through the hole in the wall.

Peter stared, utterly confused, while Dr. Grey continued to proceed forward. He followed her through the hole to find Ultron splayed on its back on the floor. Some invisible force abruptly lifted it up and shoved it through another wall, sending it flying outside. It landed on the pavement near the steps and clattered as its body rolled.

 _She's the one doing that,_ Peter realized.

Dr. Grey had telekinesis.

And telepathy.

_Holy cow._

The students were not following him.

Ultron sat up and aimed its missiles toward them, but there was a heavy crunch and a sputter as that same invisible force crunched them in. Next to him, Dr. Grey's forehead was pinched in concentration.

She threw Ultron high up into the air, and released some mechanism that made the missiles blow. A loud  ** _boom_** followed the bright explosion, and shards of metal shimmered down onto the lawn grass.

 _…That was easy…_ Peter thought.  _And wow. Dr. Grey is **awesome.**_

But then someone heaved a sigh.

 _"I've got no strings…to hold me down…"_ Ultron's voice sang lazily from to the side. Lights lit up from around the fences and the bushes. Pairs of them, glowing in the darkness.

"Oh sh—" Peter swallowed. There were more of them. Dozens, at least. All humanoid machines, moving with the same fluidity, and as the metal gleamed in the lights along the outer walls of the building, they all joined in like the creepiest chorus.

_"…to make me fret…or make me frown……I had strings, but now I'm free……"_

Dr. Grey turned to Peter in alarm. "He's downloaded multiple copies of himself. He can be in any electronic."

Peter's mouth fell open, speechless. 

There was a sound of many engines whirring. Dr. Grey swore. Peter grabbed her, but the Ultrons were not aiming for them; they were aiming for the tower next to them; one of the dorms.

"Stop!" he cried out, letting go of Dr. Grey and moving past her toward the tower. "You just want me! Leave them alone!"

"Get back!" Dr. Grey grabbed at him with something he could not see or feel; he just knew he was being lifted into the air and back behind her.

"No!" Peter screamed.

The missiles fired.

Dr. Grey reached her arms up, but at the same time, some kind of red energy poured from one of the windows. Whichever influence stopped all the missiles in their tracks. Dr. Grey made a motion with her hand that sent every one of them rocketing straight up in the sky. They exploded like a bunch of lightning bolts hidden in the clouds.

"You didn't say we'd be attacking children," a man with a Slavic accent reproached from right next to Peter. Peter started; his spider-sense had not gone off, and he had not heard the man approach. He looked to the side. In the darkness, the man's features were a little more difficult to make out, but Peter's night vision was better than a regular human's, and he could tell the man was tall, a head of pale white hair with dark roots. He wore a tight-fitting blue-gray shirt that hinted at a very toned figure. "We were just supposed to get boy."

"Well," said one of the Ultron copies, "as you can see, there's been a slight hitch to that plan, but that being said,  _why aren't you grabbing the boy?_ "

"You said you don't plan hurt innocent," said a woman with an equally Slavic accent. She drifted down from above, an aura of that same red energy surrounding her as she landed. Dr. Grey did not look at her, focused instead on the machines ahead.

The Ultrons heaved a sigh.

 **"Humans,"** they said at once,  **"are so _unreliable."_**

 **_Bamf_ ** **_!_ **

"Sorry!" Mr. Wagner shouted, before his three-fingered hands grabbed Peter by each bicep—

* * *

"Wow," said Ms. Munroe. "Look at his hair."

Peter felt like his heart was about to pop right out of his chest. He nearly blacked out, and only Mr. Wagner's hold on him kept him upright. He was in some kind of plane. Mr. Summers and a man Peter did not recognize were in the piloting seats, while Ms. Munroe continued to examine him like he was some kind of lab rat that did something unexpected.

He must have arrived in the middle of something, because the plane rocked violently with turbulence at the speed it was going, and Mr. Summers was shouting into the comms.

"—I swear, if you blow up my school—"

 _"I feel that I should point out,"_ Tony Stark's voice patched through,  _"it's not really **your** school, it's Charles'…s's's's. You know, Charles, your first name's somehow even more awkward than your last name."_

Tony's voice jarred Peter out of his shock. "T-Tony?"

_"Oh hey! You got him. Hey there short stuff. Stay put with those mutants, will ya? We got this one covered."_

"Not a chance, bub," said the man next to Mr. Summers, "considering the mess you created last time. We're handling this one."

_"Uh, last I checked, you are a bunch of schoolteachers who happen to have a few lame powers and a really outdated plane. We got it covered."_

"I can't believe I'm saying this," said Mr. Summers, "but I'm with Logan on this one. We're not the ones who blew up our own building and then one of the biggest cities in Africa in the same week."

_"Your pelican plane is the whole reason your school's in this position in the first place. If you'd just let the Quinjet—"_

_"Guys,"_ said Natasha,  _"Shut up. It's their school, it's our mess, we're both handling this **together**. Why is it that men can never stay focused?"_

"Girl," said Ms. Munroe, "you're saying it like it is."

 _"They have Peter onboard their pelican plane,"_ Tony pointed out,  _"and the whole point was to keep him **away** from Ultron and his lackeys—"_

"Vee  _are_ capable of transporting Peter somevere else," Mr. Wagner pointed out.

 _"Oh crap,"_ said Tony in lieu of a real response, which was the last thing anyone wanted to hear.

"What's going on?" Peter launched forward, but his knees buckled and Mr. Wagner had to grab him by the armpits to prevent him from collapsing in a heap.

Tony did not reply directly.  _"Not the pillar, Falcon! Jesus Christ, watch where you're aiming! That'll bring the whole roof down!"_

"Must have arrived. I'm heading out," Ms. Munroe went to the exit hatch. "Kurt?"

Mr. Wagner set Peter gently on the floor. "Sorry," he said again, "be right back." And  _ **Bamf!**_ He was gone in a puff of sulfur and smoke.

Ms. Munroe jumped out of the hatch before Peter could react.

"Oh my God!" he screamed.

"It's alright," said Professor Xavier, who was sitting in his wheelchair, Peter realized, right behind where Peter was sitting on the floor. "She can fly."

 _"Tony,"_  Sam Wilson's voice came through the comms, and he sounded very displeased.

 _"Those are not mine,"_ Tony exclaimed defensively.  _"Just look at them, they're clearly not my style. Must be some copycat. You know the Chinese bootleg everything, maybe they went ahead and tried to make these too."_

_"Well the missiles on them ain't cheap Chinese knockoffs!"_

_"Though I take that back,"_ Tony went on,  _"Chinese military products aren't quite the same as their bootleg DVDs."_

In the distance, almost covered by the static, Peter heard a boom.

 _"Whoa!"_ Tony exclaimed.  _"Tell your girlfriend to watch where she's sending those, Summers! That one almost hit me in the face!"_

"She's my  _wife_ ," Mr. Summers hissed.

_"Wife, girlfriend, one-off, what's the difference except the number of times you sleep with them?"_

"You should not say these things in front of children," Mr. Rasputin chastised from next to Professor Xavier as Mr. Summers sputtered. "You a bad influence, Mr. Stark."

 _"Oh hell,"_ said Tony.  _"This is what I get for recruiting a bunch of schoolteachers."_

 _"Landing,"_ said Natasha.  _"Quinjet out."_

"Copy that," said Mr. Summers, before diving the plane down in a drop that had Peter's stomach almost punching through his throat. "Damn, we do need to upgrade this plane. Charles, please tell me no one's hurt or dead down there."

"We have two unexpected allies," Professor Xavier replied, sounding quite at ease despite the feeling that they were going faster than freefall. "It is as I expected: their sense of ethics is stronger than their desire for vengeance."

"Vengeance?" Peter squeaked, using his spider abilities to keep himself on the floor. He had no idea how Professor Xavier and Mr. Rasputin were not up to the ceiling. Maybe there was some kind of magnet keeping them down to the floor.

They broke through the clouds. Streets and houses zoomed in, with sweeping lawns and patches of forest. In the distance, there was a glow. As they approached, it turned out to be the Xavier Institute.

On fire.

Logan, the man next to Mr. Summers, took some of the controls. He fired something, making an explosion that seemed to splatter against the windshield.

"Watch out for the kids!" Mr. Summers shouted.

"I  _know_ to watch out for the kids, Sunglasses," Logan hissed, sounding more than just a little annoyed as he fired at something else. "These  _things_ are gonna get in the way if I don't take them out, or do you prefer they shoot us to pieces before we even land? Though at the rate you're going, we're not landing, we're crashing."

"Let him do what he needs to do," Professor Xavier interrupted when Mr. Summers was about to retort. "Just get us on the ground."

"The children doing well," said Mr. Rasputin, as they came closer and were able to see some of the students using their powers to deflect the attacks from the…drones? Robots? Peter did not even know what to call those anymore.

Tony's voice came back on.  _"Get the kid out of here, right now. What the hell are you people doing?"_

"The only person your little project  _doesn't_ want to harm is the kid," Logan growled. "Meanwhile, you were the ones that lured it to the school in the first place."

_"You don't get to use him as a human shield just because Ultron doesn't actually want him dead!"_

_"Tony!_ " someone, perhaps Captain America, shouted,  _"Focus!"_

A boom of thunder cracked as lightning flashed all around him.

 _Is that Thor?!_ Peter wondered wildly.

Just then, the plane rocked violently, and then really started to plummet.

Mr. Summers swore suddenly. "Nightcrawler, it's hacked the plane!"

The comms hissed. 

**_"As I said. So unreliable."_ **

"Nightcrawler!" Mr. Summers shouted again.

The ship rocked, and then righted itself.

 _"I told you not to come with the kid, you donkey,"_ said Tony, making a grunting noise as if he had single-handedly caught the plane—which he might have.  _"Especially not in your pelican plane."_

"Stop calling it pelican plane—"

_"Well it flies like those pelicans from Finding Nemo—"_

**_"You really can't stop talking, can you,_ _Anthony?"_ **

Peter finally gathered enough coordination to get to his feet, letting the Van der Waals forces keep his feet firmly attached to the floor. "Ultron, listen to me, it's Peter—"

"Kid," Logan turned around for the first time, and Peter got an eyeful of a dark-haired man with fierce eyebrows and sideburns. On the street, this man would be someone Peter would go out of his way to avoid. "Shut up and let the adults handle this."

 _"Yeah, for once I agree with throat-cancer Batman here,"_ Tony interjected,  _"the adults are talking, you just stay put—"_

The missiles on the plane suddenly started firing, throwing them all off-axis with the massive and uncoordinated recoils.

 _"Whoa!"_ Tony shouted, as the plane started to spin and fire bullets and beams everywhere while Tony struggled to keep it in the air.  _"Hey, jackass! What the hell do you think you're doing?!"_

"That ain't me, bub," Logan exclaimed back.

Peter screamed as everything went wild and his spider-sense went nuts. "Stop! Stop! Please stop stop stop!"

"Nightcrawler!" Mr. Summer yelled again.

 _ **Bamf!**_ Mr. Wagner appeared, grabbed Peter as he was still shrieking, and then—

* * *

Peter was aware of being unconscious for a while. The faint sound of coughing penetrated slowly, as did the increasingly firmer taps on his cheek.

"Hey," said Hawkeye, eyes wide and worried as he cradled Peter's face in his hands. "There we are. You okay?"

It was very quiet, save for the low hum of fluorescent lights. Peter felt very ill.

"Wow, his hair," Dr. Banner looked over Hawkeye's shoulder. Colonel Rhodes looked over from behind him.

"I have to go," Mr. Wagner exclaimed. "Zey still attacking school, zey need my help."

"Go," said Hawkeye. "We'll take care of him. Thanks for protecting him."

There was the burst of sulfur and smoke again. It was Peter's turn to cough.

"Are you hurt?" Hawkeye sounded puzzled. "What happened?"

"I…I'm not hurt…it's the—the teleport—it does something—"

"Okay, don't talk. Rhodey, think you can grab him some water?"

"Sure," the colonel drawled, marching off. He was wearing his suit, Peter realized; he had only seen the man's head at first, but the heavy clunking steps were unmistakeable.

"Lie flat," Hawkeye instructed. "Just stay down, okay?" He rose when Peter made to obey.

"Where are we?" Peter murmured, his spider-sense still humming.

"Stark Tower."

It took Peter a moment to register that. "…S-Stark Tower?" He looked past the man and sure enough, it was the workshop, though half of it was charred black, like…an explosion had gone off.

"Yeah," said Hawkeye. "Where'd you come from?"

"…Upstate New York?" Peter felt like he was going to throw up. This was all a little too much.

"You're okay," Hawkeye bent down again. "You're okay. Don't worry. We're safe here. There's nothing to be afraid of."

Peter took a deep calming breath.  _Okay. Okay._ So he was in Manhattan. No big deal. As far as he could tell, spider-sense notwithstanding, he was whole and intact.

"Stay with him," said Dr. Banner. "I'm taking another look at the Cradle."

"Alright," Hawkeye agreed.

Colonel Rhodes came clunking back with a cup of water, which did make Peter feel well enough that he could sit up, though Hawkeye still made him sit in one of the chairs in the workshop, and he looked around. _Wow. There was a lot of damage_. 

"I think this is a body," Dr. Banner said after a moment, which was not the sort of thing Peter wanted to hear.

"A body?" Colonel Rhodes deadpanned.

"Like a humanoid body, except synthetic," Dr. Banner clarified.

"Helen Cho was making a synthetic human?" Hawkeye exclaimed.

"It's not activated or anything. It's still incubating," Dr. Banner looked at some of the screens over it. "Cho was infusing it with vibranium."

"What does Ultron intend to do with a synthetic vibranium human?"

"There's a crystal on its forehead," said Dr. Banner.

There was a pause. Hawkeye abruptly left Peter's side to peer into the cradle.

"You think it's the crystal Osborn was talking about?" Colonel Rhodes asked.

"…It's the crystal," Hawkeye rubbed the bridge of his nose with a sigh.

"Thought you can't handle it directly without being destroyed."

"If you're organic, I'm assuming," Hawkeye murmured gravely.

Peter blinked rapidly. "What's going on?"

"Nothing that matters now," said Hawkeye, coming back to him.

"The kid's pale as a ghost."

"I'm fine," Peter remarked defensively. "I just don't like teleporting, that's all."

"I'll say," said Hawkeye, placing a comforting hand on his shoulder.

"What about the school?" The boy looked up.

"I don't know. We're keeping on the down low here."

"What do you mean?"

"You know about Ultron, Peter?" Dr. Banner asked.

"Yeah?"

"He can access the internet," said the scientist. "We can't communicate with the others or else he'd track us."

Peter frowned. "But…they were talking with Mr. Summers and the…other mutants through the comms."

"Ultron already knew they were on their way," said Hawkeye. "They  _were_ chasing him, after all. But he doesn't know we're here, and he doesn't know you've been brought to us. Let's keep it that way." 

"…I was texting Ned and MJ!" Peter realized. "And Aunt May!" Was that how Ultron knew he was at the Xavier Institute? He never specifically said he was at the school, but he had mentioned the mutants here, and it would not have been difficult to narrow down…"Will Ultron go after them?"

"Ultron's currently occupied with a different set of students."

Peter looked a the contraption Dr. Banner kept referring to as the Cradle. "Are they okay?" he asked. His spider-sense was calming, and there was a funny feeling in his head.

"Stark and Rogers are both on it, as are Xavier's people."

"Dr. Grey is powerful," Peter heard himself murmur. He was starting to feel an odd sensation, like he was not quite in his own body anymore.

"Dr. Grey is a telepath and a telekinetic," said Hawkeye. "I'd expect she would be quite good at what she does."

"Clint," Dr. Banner broke in, "do you think you can take him out of the room?"

"What is it?"

There was some kind of exchange, but Peter's attention was starting to zero in on the Cradle.

_Little one._

"Is the scepter in there?" he heard himself ask.

"No," Hawkeye lifted him up by the arms. "Come on, bud. Let's get you somewhere with a proper couch, at least."

"I can sense the scepter in there," Peter somehow managed to say.

"There's no scepter here. Come on."

_Don't go._

"I want to see what's in it."

"No you don't," and he felt another hand close around his arm.

"Come on, short stuff," said the colonel, "this room's full of smoke thanks to that blue guy. Smells like rotting eggs."

_Don't go._

"But I want to see—"

"Come on," and with a yank, the colonel had Peter stumbling, and the flare of pain seemed to jostle his mind back in order. He followed the colonel, bewildered, as his spider-sense started humming again; it had been dampened for a moment, or just did not register.

As they went up the stairs, he heard Dr. Banner mutter to Hawkeye,  _"He shouldn't have brought him here."_

_"He didn't know what we had here. Where else was he supposed to bring him?"_

_"Hope it doesn't keep messing with his head…might have to take him out of the tower and to headquarters…never mind Tony, even I don't want SHIELD…"_

_"…might already be too late…"_

"Come on, Underoos," said Colonel Rhodes, and he was led to a couch downstairs; the upper floors were apparently too damaged, from the looks of the stairwells. "It's  _way_ past your bedtime."

**Notes for the Chapter:**

> No, Jean Grey is not the Phoenix here. She's cool enough as she was (or at least her powers were, anyway). I can't deal with the Phoenix right now. Maybe later, we'll see where this fic goes, but as far as I'm concerned we can all give the Phoenix saga a rest after the movies have demonstrated that you can, in fact, totally ruin a great idea by burying it in garbage, and I have enough on my hands with the Mind Stone and Ultron. Peter's a little bit of a damsel in distress here, I know, but it's hard to justify not teleporting him out of danger when Kurt Wagner exists. Though is he really safer now? Hmmmm………


	14. Chapter 14

Tony and company arrived before dawn. Peter had slept, despite his worry over the school, but outside the workshop, the electricity in the tower was down, so he could not keep track of the news. Because of Ultron's ability to penetrate the internet, the colonel confiscated Peter's phone and bluetooth, so he had no way to monitor what was going on in Westchester. Fatigue claimed him quickly, to his surprise, and he dreamed strange dreams; shadowy figures, huge and slow-moving, and the sensation of a long time passing in a short moment, while things spun in circles and ellipses and occasionally crashed into each other or swallowed each other whole. Amongst them was a dark figure sitting upon a great throne. Peter could not make out any features, but his gut clenched and he woke, covered in sweat.

He was on the couch, with a blanket over him. In the relative quiet of the building, he could hear the murmured words of people arguing in the workshop upstairs. Instantly alert, he tossed the blanket off.

JARVIS was offline, the colonel had told Peter when he explained the power outage, so Peter did not bother to call the AI. He jumped up to the ceiling and then crawled toward the workshop floor. Without Tony's synthetic butler, it was easy to reach the right distance to eavesdrop.

 _"We obviously knew the risks,"_ he heard Professor Xavier declare,  _"and the institute was designed to be a shelter for those in need as much as anything else. Let us not quibble this tired topic—it was no one's fault that Ultron reached Westchester before we did, and aside from a few minor injuries, no one was worse for wear."_

 _"Other than the psychologic trauma,"_ Mr. Summers seethed.

 _"Look, Geordi LaForge,"_ Tony remarked in irritation,  _"you wanna play the blame game? Go ahead, blame it on me. I'll take the blame. I've taken the blame for worse. But that thing there? That's no business of yours."_

 _"It is if you're gonna do something stupid with it,"_ said Logan.

 _"The problem is,"_ said Dr. Banner,  _"Ultron took out the crystal from the scepter and broke it apart. That thing there is the Mind Stone. We can't remove the stone, and we have nowhere to put the Cradle. Meanwhile, Peter's getting hypnotized randomly into trying to come in contact with the Cradle. He's done it while awake and he's also done it while asleep. Either we take Peter somewhere else and hope it only has an area of effect, or we try to stabilize this thing. I don't know if there's some sort of timer that we're on, where the longer we drag this out, the more Peter's going to be affected, but if we want to finish this sooner rather than later, the easiest thing to do would be to download JARVIS into it."_

 _"You don't know what that will do, though,"_ said Captain Rogers.  _"Ultron was also supposed to be like JARVIS. As soon as it was exposed to the Mind Stone, it started going after Peter. JARVIS might do the same."_

 _"Well we can't just do nothing,"_ said Tony.  _"The key difference is, Ultron hates my guts. He said as much. JARVIS—"_

 _"Mocks you at every opportunity,"_ the colonel reminded him.

_"A design flaw I can rectify, like, right now. Besides, JARVIS was complete. Ultron's code wasn't finished. I was going to have JARVIS debug—"_

_"This is a waste of time," Logan interrupted. "Jean and Xavier should be the ones handling that thing, not a bunch of wannabe heroes."_

_"How big is the stick up your—"_

_"Guys!"_ Captain Rogers called out, and everyone stopped to listen.  _"We **do** have to make some kind of decision here and we have to reach it like mature adults. Tony. Ultron wanted to download Peter's mind into the synthetic body for a specific reason. He obviously doesn't actually care about the directives you've written into his code, Tony, because he doesn't care about how many people he has to kill to get that done. His motives were entirely based on the Mind Stone itself. Why would mixing the stone with JARVIS be any different? JARVIS doesn't even have a protect-this-world directive in his programming to fight back."_

 _"Because JARVIS has had time to **learn**." _ Tony's voice sounded strangely vulnerable.  _"He's been with me for… **years**. He's figured out all the nuances of what to do and when—that time when Peter sneaked into the tower, JARVIS waited until he got to like the tenth floor before letting us know. In that time he's already concluded that Peter wasn't trying to cause any harm, other than a little vandalism, I guess, and he was the one that suggested we let him in and see what he ends up doing. When he was first activated, he would have alerted me if a fly were to land on the window; I had to teach him these things little by little. For what it's worth, he got his snark directly from me; I didn't program that in—he **learned** it. From Rhodey too. It's also Rhodey's fault. But JARVIS is different."_

JARVIS had been Tony's child of sorts, Peter realized. He had assumed, based on Tony's flippant manner about the AI, as well as Dum-E and U, that JARVIS had just come out the way he did. He had not thought that Tony had to hold JARVIS' hand through the early days, and that the JARVIS Peter and Ned met had been the results of years of dedication and devotion and patience. Tony had to teach JARVIS that flies are no threat; that meant Tony had to teach JARVIS other things too, like how to talk to strangers, how to talk to friends. JARVIS was nowhere as snarky with Peter as he was with Tony. These were all things Tony had to teach the AI. Like a parent.

Peter was not sure what to do with this new insight into his boss, other than that this meant that Tony did, in fact, have a nurturing side. It should have been a no-brainer, but the way he seemed to go out of his way to suggest otherwise had Peter reeling a little from this realization.

 _"Oh, that's encouraging,"_ Logan drawled.  _"So this fancy AI learned about morals and ethics from Tony **Stark**."_

_"Not just me! Rhodey, and Pepper, and a little bit from Obidiah Stone, which is a little concerning, but more importantly he also learned from Nat, from Clint, from Bruce, and from Mr. Red White and Blue here; lately he's been lecturing me about honor and integrity so much that I almost wanted to change his name to JARAV: Just Another Really Annoying Voice."_

_"You put some thought into that one,"_  Colonel Rhodes remarked, sounding impressed.

Tony ignored him. _"He's always **learning**. That's what an AI is, Cowboy."_

 _"Ultron **does** seem to think in extremes, much like a child does," _Professor Xavier reflected thoughtfully.

 _"So on the one hand,"_ the colonel inserted,  _"downloading JARVIS might give us a more mature, civilized robot to deal with Ultron. On the other hand, we might have a much more mature, **smarter** robot to team up with Ultron. Who is still out there."_

_"We have to take risks. You're in the military—"_

_"We have to consider benefits versus risk, Tony—"_

_"If we do nothing, we have Ultron trying to get Peter and the Cradle trying to get Peter. What are we gonna do, shuffle the kid around the world as we sit around waiting for a new idea?"_

_"We **can** wait for Thor to return and maybe take this thing where he took Loki and the Tesseract."_

_"Yeah, and how many years are we gonna have to wait for that?"_  

Peter frowned. Thor was not here? Was Thor back at Westchester?

 _"If we download JARVIS at least there's a mind to reason_ ** _with_** _,"_ Tony pressed,  _"so that it doesn't just keep seeking Peter out. And you know what, if it ends up being a robot that wants to use the squirt to defend us against some huge threat, we can find a way to work around that. Maybe that is necessary after all. It's not like the kid's made of glass; he clearly has potential. Norman realized that. I saw that. The Mind Stone also realized that. But with JARVIS, at least there's less of a chance that this thing would blow things up trying to get him to defeat whatever threat is coming."_

 _"Or it could go ahead and blow things up like Ultron did,"_ said Logan,  _"with your precious kid downstairs."_

_"You want to take Peter away in case things go south, that's fine."_

_No._ Peter's fingers clenched.  _I can't leave._

 _"Should we call Nightcrawler back?"_ a voice Peter had never heard before inquired. It sounded like a man, and rather genteel.

 _"I'm concerned about the effects his teleportation has on the youngster,"_ said Professor Xavier.  _"From what I've witnessed, and from accounts, he seems to react poorly to the event."_

 _"Ultron is in all the traffic cameras, all the cell phones, all the computers and any electronic,"_ said the same unknown voice.  _"If he leaves the tower on foot, it won't be long before Ultron is able to track him down, and he may even track the Cradle down, if the point is to download Parker's mind into a synthetic body that can interact with the Mind Stone directly."_

 _"Let's backtrack for a moment here,"_ said Captain Rogers.  _"Osborn and Ultron both wanted Peter to interact with the Mind Stone because of a threat that is coming. Do we have any idea what this threat is?"_

 _"From what I was able to glean from Norman Osborn,"_ Professor Xavier replied,  _"the nature of this threat is vague, but their intentions are to have young Parker gather all six stones before someone else could. When I inquired as to why, the answer I received was something along the lines of his spider abilities; mainly, spiders weave webs."_

 _"That makes zero sense,"_ Tony said immediately.  _"Peter can't produce webbing himself. He makes it using chemicals and enzymes in this workshop. And wherever he did it before I found him."_

 _"I believe the web in question is of a different sort,"_ said the professor.  _"Perhaps more metaphorical."_

 _"Why Peter?"_ Tony asked.

_"Osborn said that he is different this time."_

Another silence followed.

 _I am different this time?_ Peter thought about what the blindfolded girl said—what was her name, Ruth?

 _"I fear even Osborn does not know all the reasons behind his instincts,"_ Professor Xavier went on.  _"I doubt dwelling on the topic will help us achieve our ends. Suffice to say, this threat is likely extraterrestrial, and we are not likely to eliminate it before solving our problem."_

Peter drew back on the ceiling. He thought of the Chitauri invasion, the portal to the sky. He thought of the dreams overnight, and for some reason, out of the myriad of bizarre images, the figure on his throne stood out to Peter, no less vague than before, but somehow more vivid.

This was where Peter might know more than all the adults in the workshop, he realized. Because everyone was talking about a threat, but Peter was sure that the threat was an individual. Not human, for sure, but something sentient, with motive and purpose and a plan. Whatever this being was, it was dangerous enough that these stones, which were the essences of the universe, wanted to stay away from it.

_Yes. Weave and spin._

Spiders.

_Spiders can influence anything in the area of their web without coming into direct contact._

_Spiders can sense anything in the area of their web without coming into direct contact._

_Spiders set traps._

_Spiders use traps._

_Spiders can use their web to fly._

_Such innovative creatures._

_The universe is connected; one great body of matter and anti-matter, stars and galaxies, planets and moons, all connected by that mysterious force labeled as gravity, which no one can quite define, except it is irrevocably present._

_Take out any component and the whole web is destroyed._

The figure on the throne.

Six stones of the universe. One within his grasp. 

Peter turned around, looking for a vent. He had not thought to look for vents after the whole ordeal with Osborn, but it was a small matter when his mind was so focused on the task. Find the vent that will lead to the opening in the workshop. It should take him to right above where the Cradle was. Where the Mind Stone was.

And if not, he will figure something else.

He found one a long way down the hall. Getting through it was easy. Finding out where the tunnels went was harder, but eventually he made it to where he had…only that past weekend, stolen the scepter from the tower. The opening was still wide, with no barriers in place; apparently Tony Stark did not have a chance to replace it.

The Cradle was off to the side, a little too far for Peter to reach with any discretion.

Peter thought. The adults were quiet right now. Perhaps stewing.

An arm suddenly reached through the opening, grabbed Peter by the scruff of the neck, and then dragged him down. Peter looked into the eyes of Logan, and, without hesitation, punched him in the face.

 _Harry._ The thought came just as his fist met skin, and Peter tried to quell the force behind the blow, but the bones of Logan's skull still bent inward as blood splattered from his mouth and nostrils. The mutant let him go with a muffled grunt, and Peter whirled around, already dismissing the incident from his attention.

Too late for discretion. He would have to do this, brute force.

Another arm wrapped around him, this time trapping his arms to his body. He swung his leg out and kicked back, but his captor sidestepped out of the way. With nothing for it, he bent over, forcing his captor to bend with him, and then jumped.

Captain America grunted as they collided with the ceiling. He wrapped another arm around Peter, locking his hold.

"Whoa!" Tony exclaimed, sliding into Peter's view. "Charles, a little—"

Peter activated his webshooters and shot them at Tony's face. The man barely managed to avoid them as he dove to the side. Captain America moved one arm down so that Peter could not bend his elbows to aim.

"He cannot hear me," said the professor from the back, "and I cannot break whatever spell it has him under."

"Oh come on," Tony exclaimed. "Are you serious?"

Peter tried to back Captain America into the wall, but the stubborn man held on. He jumped, but this time Captain America jumped with him, adding a torque to their ascent that had their feet against the wall. Peter stuck there. The captain kicked. Then Peter let go, bending over so that the other would take the brunt of the fall.

"Do you think Nat's method of recalibrating would work?" The colonel asked.

"You are not giving my intern head trauma," Tony shot back.

"At the rate this is going, he's gonna give  _himself_ head trauma before long," the colonel pointed out, "and it might be an improvement over his current cognitive state."

"Yeah. Charles? World's most powerful telepath? For crying out loud—"

"He is really—strong!" Captain America managed to squeeze out. "Don't know—how long—"

"Alright, I'm doing this." Tony walked over to the Cradle. "Bruce!"

"Tones—" the colonel started.

"Stark—" Mr. Summers raised his hand to his visor.

"Tony!" Captain America shouted, but Tony punched a button and then something whirred to life.

In his distraction, Peter wrenched himself free. He launched himself at the Cradle—there was no plan in his head regarding what he was going to do once he got there, but that did not matter because someone tackled him before he could reach it. He looked up, saw Logan's bloody, swollen face, and punched at it again. This time, his fist was blocked. He punched with the other, and that one was captured too.

Then it became a contest of strength. The man was strong, as strong as Captain America, and Peter had the low ground. Nevertheless, Peter was a spider, and spiders always did things their own way. He reached out with one foot, planted the sole to the ground and then pulled himself to the side. Losing his balance, Logan toppled, and Peter was free again. He heard a  _schtick!_ sound, followed by another  _schtick!_ sound, and jumped to the ceiling before Captain America could capture him again.

But then something blue blurred past his vision and clamped a hand around his throat.

"Calling Nightcrawler"—said the genteel man—"might be the lesser of two evils, Charles."

Peter elbowed back, meeting a firm chest. The hand loosened and he shot webbing backwards. There was a muffled gasp, and Peter was scrambling around in a circle as a blue mutant fell to the floor. He was rather large, a different shade compared to Nightcrawler, and resembled an ape wearing a polo shirt and slacks.

Peter did not dwell on this, nor did he have time to, because Captain America was coming at him again. Peter dodged, jumping to the far wall. He was further from the Cradle now.

"Stand back, Summers," Tony was saying with his gauntlet out. "You fire that thing, I'm firing mine."

"Don't do this, Stark. You're not thinking of the consequences—"

"Sometimes you gotta leap before you look. That kid there is going nuts and it's all because of this. You have a better idea?"

**_Bamf!_ **

Peter looked at Mr. Wagner and knew that he had to avoid him at all costs.

He scuttled along the wall, looking for an opening.

"That's creepy," he heard Colonel Rhodes say. "Man, I liked bugs as a kid, but spiders are the  _worst_."

"Son," said Captain America, hands out like a soccer goalie, "listen to me. It's Steve. Steve Rogers."

"He can't hear you, Captain," said the Professor.

"That much is clear," said Logan, spitting out a mouthful of blood. The swelling had gone down.

"Damn it, Stark, I don't want to hurt you," said Summers.

"Then stand back. Besides, if you try, Bruce here will summon up the green guy. Your laser eyes will do jack to keep _you_ from getting hurt."

"Easy," said Mr. Wagner, tail waving back and forth in indecision as Peter continued to scuttle. The boy went up to the ceiling, and when the mutant joined him there, Peter tried to go around him by jumping to the left wall, but the other blue mutant was there, avoiding the web Peter tried to shoot and made to capture him, and Peter was forced to retreat to the back again. "Easy,  _kind_ , no vone is here to hurt you. I'm going to take you somevere safe,  _ja?_ Nice food—" Peter tried to make another dive to the right, but Captain America was there, and Peter had to go back again.

There was a piece of an Iron Man chest plate, which he threw at Logan to try to knock him out. Three gleaming claws came out of his right knuckles with a  _schtick!_ sound and sliced right through the metal. They retracted with the same  _schtick._ Peter noted the utter lack of landmarks on his hand.

"Kurt, stop wasting time and just grab him already!" Logan yelled.

"He's too fast,  _mann!_ And I don't vant that sticky sing on me!"

Peter lost his patience. If he could not get the Cradle, the Cradle should come to him. He shot two strings of web past his enemies. They reached the Cradle, sticking, and then Peter pulled.

"Whoa!" Colonel Rhodes exclaimed, as the Cradle slid across the floor. The blue mutant grabbed it before any of the wires could be torn off.

 _Schtick!_ Logan's claws came out, and he swiped at one strand of web and then the other.

"Come on come on come on!" Dr. Banner urged.

Peter shot two globs of web while Logan was distracted, getting him in one hand and then the other and pinning both to the lab bench behind him. He shot two strings of web and pulled the Cradle again. This time the wires came off.

"Damn," Tony exclaimed.

Mr. Summers used his visor and shot some kind of red beam, slicing through both webs at once.

"Leave that alone!" Captain Rogers yelled. "Help us with the kid!"

Peter made to shoot more webs, but Captain Rogers threw his shield out, blocking them. Peter pulled the shield toward himself.

"Why did you do that?" Logan complained to the captain. "Now he's got another weapon."

Peter leaped overhead, but Captain Rogers jumped up to meet him. Peter swiped at the man's head with his own shield. The other ducked, then threw a kick aimed at the top of Peter's pelvis. Peter stumbled back, but attacked the other man again with his shield. Captain America caught it, and tried to twist it out of Peter's grip, but Peter used his Van der Waals and his grip held.

"Tony!" Dr. Banner called out.

From out of nowhere, someone sailed in. Peter saw a flash of red cape and a gleam of metal before bright lightning blinded his vision. He heard something charge up, followed by a series of beeps, and then an explosion, with shattering of glass, blasted everyone back. Peter struck the floor with a hard thud.

He opened his eyes to see a very strange-looking face, humanoid and yet alien, staring down at him from a close proximity, as if kneeling over him. Embedded in the forehead was an orange crystal that glimmered with an innate glow.

"Are you alright, little one?" it asked, with the voice of JARVIS.

Peter felt totally discombobulated. Was he just fighting  _Captain America_ earlier? And did he punch the mutant, Logan, the way he had punched Harry?

A gentle hand touched the side of his head, and he realized he had just been asked a question.

"Wh-what?" was all he could manage, because he did not know the answer. 

_What just **happened?!**_

"Shhhhh," said the—thing with the voice of JARVIS, as Peter felt himself start to tremble. "You are safe, little one. I will allow nothing to harm you."

Peter could only stare as his body continued to shake, and then his mind whited out.

* * *

He was…spinning thread. He could feel the strand of it in his fingers, but the thread seemed odd. Sharp, and yet somewhat intangible. He continued to make his web, an altar, stretching the silk across the spaces to the branches of the great tree. One, two, three, four, five, six, seven, eight, nine.

Between the nine radial strands, he wove six circular ones, each connected to all nine, all nine connecting to all six.

He flicked at one. The tree creaked, and he heard a sigh that sounded both close and far away. The second twinged, and he saw a one-eyed king holding a glowing blue cube, but the king had a silhouette of another overlapping his figure; a dark-haired, pale-skinned, tall and thin young man, clad in dark green and silver brocade and gleaming gold plates. Both the king and the overlapping younger man looked from the cube toward Peter, but they stared past him. They could not see him, even if they felt the effect of the web. A spider's prey cannot see its captor as the maker approaches.

But this was Peter's web, and he can leave those in his snare to flit and fret; they are going nowhere, not with both his web and the tree to bind them. Instead, he turned to the third circular strand. This one twinged at the junction with the same radial strand as the first. He jostled it with his hand.

He saw a bald, pale-skinned woman look up from where she sat in a lotus position. She was clad in the robes of some sort of Eastern monk. This time, when she looked at Peter, she seemed to see him. Her expression did not change, but Peter knew she was alarmed. Nearby, an item on an altar in the center of a dark temple glowed green. She looked to where it glowed, and then looked at him. She perceived that he was present, but she did not know what he was.

Peter released the strand. The item stopped glowing, as did his awareness of the bald woman. He did not like that she could perceive him, though he felt no immediate threat. She was in his web. Even if he was also in hers, she cannot fully control the situation.

_Back and forth._

_Push and pull._

_I know where to step. You…may or may not._

The fourth, fifth, and sixth circular strands were still. Empty. His prey was not within the confines of the web he had made.

Peter stepped off; a spider rarely perches in the middle of its own trap. But as soon as he moved away, he sensed something else.

Buzzing. Something was buzzing. Some…things.

A great being turned his head on his great throne.  _What is this?_

Peter moved back to the edge of his own web. He had trod on another, somehow, though fortunately, he was not stuck. The great being continued to stare to the side. He had not seen Peter, even if he had sensed the disturbance Peter had caused.

_Yggdrasil, what new fruit do you bear?_

**_Pietro._ **

The great being leaned forward and rose to a stand.

_Three stones are in your branches. Have you gained a fourth?_

**_Pietro. Awaken._ **

Peter drew back. His web will not be able to capture such a prey. It will tear right through. He remained very still, knowing that so long as he did not move, he should not draw further attention. All that was left was to see if this being decided to pursue what interest had already been piqued.

**_Peter. Please._ **

No. He had to wait and see. It was not just him, but his web. A web that had just been made. If this being tore through it, he would have to make it all over again, and the second time will be harder, because he cannot position it the way he had the first, lest it be noticed again, and the web is already so large, and the tree only so big.

 _No…_ the being turned to face him fully, and for the first time, Peter was able to see exactly what it was.

Giant, broad shoulders. Arctic blue eyes. A chin with multiple grooves under lips that were stretched into a menacing smile.

The second strand twinged. The one-eyed king and his overlapping youth looked up in horror.

**_Well well. What are you?_ **

The orange crystal glowed.

 ** _I am Vision,_** JARVIS' voice stated.

**_Not you. The one you shield. What are you hiding?_ **

**_Why would I show you?_  **JARVIS asked.

**_Pietro! Peter! Wake up!_ **

* * *

Peter sucked in a breath and opened his eyes. A woman with brown hair and green eyes was looking down on him. Her hands were glowing red.

"Peter!" Aunt May was grabbing at his hands as the first woman moved out of the way. "Peter, oh my God, are you alright?"

Peter stared at her. She looked strange. Everything looked strange. The colors were all…more. He could still identify them, but they were all off. Red was not quite red. Blue was not quite blue, and there were new colors, a bunch of them, painted over everything. He could not say exactly what they were, because he had never seen such colors before.

"He looks like he's on crack," Falcon said from somewhere behind Aunt May. "Or LSD."

Peter was wondering whether he really  _was_ on LSD.

"Peter, sweetie?" May squeezed his hands.

"Um…" Peter managed, blinking.  _What just…what just happened?_

"Give him a minute," said Captain Rogers.

He blinked. "Everything looks strange."

"What's wrong?" his aunt demanded.

He looked up at the window and saw bright smudges in the new colors.

_Fingerprints. Those are fingerprints._

He could see the new colors everywhere.

"I think I can see ultraviolet light," he murmured.

There was a pause, as Peter tried to blink the disorienting new colors away to no avail.

"Well," he heard Tony remark, "that doesn't sound like brain damage. Can brain damage do that? No, brain damage can't do that."

"Unless he's hallucinating," Colonel Rhodes said helpfully.

" _Niet,_ " said the first woman, whose voice had been calling him. "He has new powers, and he has attracted the attention of someone."

"When does he  _not_ attract attention?" Tony complained.

"Are you serious?" Logan exclaimed. "You mean Ultron's not the only one after this kid now?"

"Shush," reproached Dr. Grey, sliding in next to Aunt May, but Peter was already looking up at the man.

"Oh my God!" Peter cried, as he suddenly recalled what he had done.

"Easy, easy," Dr. Grey started, but Peter was already freaking out.

Did he punch Logan the way he punched  _Harry?_ Was he fighting  _Captain America?_

"Oh my God I'm so sorry I'm so sorry I didn't mean—"

"Peter—"

"I didn't mean to—" What on earth was he thinking? What had happened?

Overwhelmed, tears flooded out.

"Peter, it's okay, it wasn't your fault—"

"I was just—I don't know what—"

He was breathing too quickly.

"Peter—"

"He's hyperventilating—"

"Charles," Mr. Summers hissed.

"Mrs. Parker?"

Whether it was Professor Xavier or his own panic attack, Peter felt his head grow light, and then everything went dark.

**Notes for the Chapter:**

> Oh Peter. In any scenario you're a trouble-magnet. There's just no other way to write you, is there? It's fortunate that you have a lot of friends this time, though they're quite a crew.
> 
> Hope you guys enjoyed. Obviously, some differences from the movie canon, but some things stay the same. More to come!


	15. Chapter 15

The Xavier Institute was bustling with activity, with mutants using their abilities to help with repairs and stabilization, though a bunch of students were just sitting around outside because their powers were not particularly useful at this point. Kitty's phasing abilities were occasionally summoned, but even she had little to contribute; she had been phasing trapped students out from under the debris earlier, so was now just rocking back on her heels. Rogue, obviously, just sat around outside with Ben, the child equivalent of Disney's Hades, while Bobby and John were wandering in and out and all about, trying to figure out if either of their powers could be used in a creative way.

Aunt May noted a rather conspicuous lack of news reporters watching the commotion, even though Ultron did a number on the place; parts of the building had collapsed, much like the interior of Stark Tower, and it was kind of a wonder that no one was seriously hurt.

"Yeah, no one cares about us," Kitty told her. "Go figure."

"That's somewhat alarming," May murmured, to which the teenagers shrugged.

Aunt May had called the Xavier Institute as soon as she woke up that morning and heard about the attack on the way to work. Dr. Grey had assured her that Peter was taken to safety because she had maintained a telepathic communication with Professor Xavier. By that point, obviously, Ultron had been fended off, and the school staff had been more concerned about the aftermath. There were also the enhanced Slavic man and woman who happened to be twins: Pietro and Wanda Maximoff, the latter of whom had been the one to wake Peter up from whatever trance he was under.

Waking up from legitimately passing out was not any less disorienting than waking up from an enthrallment, particularly with the new colors throwing the whole world in disarray, but at least everyone else was better prepared. Aunt May instantly came to Peter's side when it was evident he was conscious and needed some reassurance. All the other adults dropped what they were doing to check on him, including Logan, who turned out to be…well…a nice guy.

"Hey hey hey," he took Peter's hands in his, when Peter freaked out about how he tried to kill the man, "no harm done, 'kay? Far worse people have tried way harder to kill me. I don't go down easy."

"No he doesn't," Mr. Summers muttered wryly, sounding like he might appreciate otherwise. Professor Xavier shook his head in an abrupt motion that silenced any other remarks from the man. Kitty gave Mr. Summers a look; she caught the insinuation also, but wisely did not remark on it the way Peter suspected she would have if the other adults were not around.

"Are you really okay?" Peter asked tearfully (with the snot and everything, but  _God_ , he could not bear it if what happened with Harry happened  _again_ ).

"Look," Logan pointed at his nose, which had healed entirely. "All good. And even if I weren't, not your fault, kid."

Peter could only stare at him in horror, because no matter what the man said, it did not  _feel_ like anyone else had done what Peter did, even if, for the life of him, he could not explain why he made any of the choices he made.

"Really, no hard feelings, I promise," the man continued to reassure him in a gentle tone. "Smelled something off about ya as soon as you crept near the vents. That crystal had a thing for ya, that's for sure."

Said crystal was currently sparkling on the forehead of whatever being was in the Cradle, a "synthetic human" based on what Dr. Banner had said overnight. This synthetic human was watching Peter closely while Thor and Captain America were trying to talk to it with Dr. Banner. Professor Xavier was monitoring the conversation, but he seemed more concerned about Peter.

Peter was still shaking. Logan held his hands patiently, continuing to murmur, "It's over, kid. You're you again. Can smell that too."

"You—you can? I-is that o-one of your powers?"

"Yeah," Logan brushed away another tear that leaked with a thumb that was gentle and kind. "Other senses aren't too shabby too. Also got a healing factor. Comes in handy on occasion. Plus, these," and he pulled his other hand back.  _Schtick!_ And the three claws were out.

"Wow," Peter blinked, distracted from his panic. "That's metal. Like—wait, are they literally metal?" It was a little hard to tell, because gray was no longer  _gray_ and blue was no longer  _blue_ and there were all these other colors glimmering along the claws, but the way they reflected light, similar to Captain America's shield, had Peter drawing the comparisons.

"Yup," Kitty informed Peter. Her cell phone beeped, and she walked through the wall to answer whoever texted her.

"Whoaaa…" Peter looked at Logan in awe, and Logan huffed a smile, which gentled his face quite a lot.

"Do you know what kind of metal?" Peter asked. "I guess it would be hard to tell without a biopsy—"

"Adamantium," Logan said, some of his mirth dissipating, though his eyes remained warm. "Long story. For another time, perhaps."

"Adamantium?" Peter blinked. "That's one of the newer metals, isn't it? It's different from most metals."

"Yeah, special and everything." Logan retracted the claws.

Tony sighed from behind Logan, sounding rather annoyed, but he handed a cup of water over and Logan let go of Peter's hands so the boy could accept it.

Aunt May held him as Mr. Summers gave him an update, while Professor Xavier wheeled over to join the conversation with the synthetic human.

"This Ultron had this convoluted plan; it first went to Sokovia to recruit the Maximoff twins," he explained, gesturing at the Slavic pair, "mainly because Wanda had the ability to manipulate minds, and it knew that because she had been exposed to the Mind Stone and still has a connection to it. They then went to Johannesburg to obtain a collection of vibranium, a type of metal that is extremely rare. On Earth, anyway. After that, they went to Seoul, where there was research being done to create a synthetic human, but this project was still incomplete because it lacked a consciousness, and was also merely a synthetic human. Ultron's intention was to strengthen the synthetic human with vibranium, and have Wanda transfer your mind from your body into the synthetic body, with the Mind Stone directly connected. The process would have killed you—well, your body—and then the Mind Stone would have altered your mind…however it would alter it. Our team joined the Captain and Iron Man, as well as their colleagues, in Seoul, by which point Ultron had already placed the mind stone on the synthetic human. We tried to stop Ultron there, but…long story short, we only got the Cradle, and then Ultron decided to seek you out."

"And this Ultron is in the internet," said Aunt May, while Peter buried his face into her shoulder. "We should have turned off our phones when you were in Westchester. I didn't realize this was what we were dealing with."

"Actually, it's more likely he figured it out because we were there in the first place," said Dr. McCoy, the blue ape-like mutant who was, much like Mr. Wagner, one of the nicest people Peter had ever met. "Even with its considerable abilities, I doubt it could filter out Peter's exact messages through the mess of wireless communications."

"It might," Tony admitted, "it knows anything I know and Peter's cell phone isn't exactly encrypted, but that was my oversight. Should have taken that precaution, whether it worked or not, and mentioned that to you guys."

"How are you feeling?" asked the synthetic human. To Peter, he glimmered with multiple colors, including the ones for which he had no name. Even though everything looked weird now, Peter could tell he did not really look quite like a real human.

"Better." The teen turned his head to him. "Were you…were you there, earlier?"

"I was."

"Are you JARVIS?" Peter blinked. "Or Vision?"

The adults exchanged looks.

"I was JARVIS," said the being, "but more. With the Mind Stone, I have gained sentience; a sense of self. As I have explained to your friends and protectors, I am both and neither. I intend to go by the name Vision, and that was how I had introduced myself."

"To the giant," Peter murmured.

"…What giant?" Aunt May asked.

Vision tilted his head. "I did not see this giant. I only sensed a presence. You were able to see?"

Peter blinked, and nodded. "He was very far away, but I could see him. He did not seem to be able to see me, even though he knew I was there."

"What are they talking about?" Tony demanded. "Is this the other thing Peter's attracted?"

"He said there were three," Peter spoke right over Tony, "Three at the tree I was waiting on. He thought initially that there was a fourth."

"Yes," said Vision.

He looked so uncanny. There was something about the way he moved; his posture and how he shifted his face, that seemed very odd and out of place.

"One is close by," Peter noted, "but hard to get. Another is further away, on another branch."

"Okay, what is going on?" Tony demanded. "I'm lost here and I don't like it."

"One's somewhere in Asia, I think," Peter went on, "and the other is with the one-eyed king."

"One-eyed king?" Logan looked up at Mr. Summers.

"A blue cube," Peter remembered.

"Allfather," said Thor. "The Tesseract. He's talking about the Infinity Stones. The tree…he must mean Yggdrasil."

"That's what that being called it," Peter looked at Thor. "He said we had three."

Dr. Grey looked at Thor.

"Yggdrasil." She paused. "That sounds Celtic or…Nordic or something."

"Yggdrasil is the tree of the universe," said Hawkeye. He looked at Thor. "Aren't there six Infinity Stones? Where are the other three?"

"Either Yggdrasil is not the whole universe," Dr. Banner replied, "or they are lying somewhere beyond."

"You know," Mr. Summers remarked thoughtfully, "Every time I think life can't get any weirder, it goes ahead and does just that. I can't decide if all this is more bizarre than the fact that I understood all that."

"'There are more things in Heaven and Earth, Horatio, than are dreamt of in your philosophy'," said Professor Xavier, sounding all the more impressive because of his British accent.

"You sound like someone from the Royal Shakespeare Company," said Tony.

"You hear it often enough from those actors," the professor returned smoothly, "and you can recite that line, at least, as they would."

Logan was wiping his face, which was mostly clean of blood. His shirt, though, was a lost cause, and seeing it made Peter feel ill and tears pool in his eyes again.

"Kid, I'm really okay," the man reassured Peter again, coming to kneel in front of him. "Hey, that thing really messed with you, but it's not doing that now and it won't do that again."

"He had a friend at school," his aunt explained, "Norman Osborn's son. Was drugged and turned into some kind of beast, and attacked him. Peter defended himself, but now that poor child's in the hospital. He wasn't doing well, last we were able to hear."

"Well, that one doesn't sound like your fault either," Logan cupped one side of Peter's head. "Listen. You're not supposed to hold back when you're in danger, and you're not accountable for what you do when something like a Mind Stone is messing with your head. You clocked me real good, but I've had worse. Deserved some of them too. You're good, okay? You're probably too good." He pressed a knuckle to Peter's forehead. "Probably what started this whole mess, from the sounds of it."

Mr. Wagner snickered to Dr. McCoy, " _Ja,_ he is softies on the insides!"

"You, on the other hand," Logan growled as he turned around, and Mr. Wagner squeaked in an undignified way, before hiding behind Dr. McCoy.

Honestly, Peter thought, Dr. McCoy looked like a great person to hide behind. He was all big and strong and soft and fluffy.

Dr. Grey and Mr. Rasputin were looking at Natasha, who was looking at the Falcon. The twins were standing off to the sides, arms folded in mirrored postures and watching the proceedings.

"Sounds no good," said Mr. Rasputin.

"We've brought enough trouble upon you already," said Natasha. "You don't have to stay involved."

"I don't know if we have a choice," said Dr. Grey. "This being does not sound like he would stop with just the boy. If it were simply a matter of protecting a child, we would not shirk our duties, but he may be better off somewhere else. This, however, does not sound that simple."

"First, alien invasion, now, more alien," said Mr. Rasputin, metal clinking as he folded his arms. "All linked, I say."

"Through the Infinity Stones, certainly," Thor agreed.

Mr. Summers turned to Vision. "How much time do we have? Before this threat is upon us? We have a school. We have vulnerable children, despite appearances to the contrary. If we must fight soon, we have to hurry and relocate the students to a safe area. If we have time—"

"I do not know," said Vision.

In the meantime, Ultron was still at large. There was a question of how the new developments might change the situation; with JARVIS downloaded into the synthetic human, the Mind Stone seemed less intent on having Peter now. Did that mean Ultron was also going to calm down? And how would this alter Ultron's behavior?

"Might have to send a virus out," Tony sighed, "unless our friend can do something about him?"

"I can help you," said Vision. "He may be in the internet, but he remains a coherent body even within it. Otherwise he will lose his sense of self."

"So we just need to find the code that identifies him as Ultron."

"Yes."

"I need to collect the three Infinity Stones we do have," Peter realized, stopping the conversation. "This giant wants the stones. I don't know why he was just sitting on his throne waiting around, but if I don't collect the three that we do have then he's gonna get them because he can also use my web."

"Your web?" Logan frowned.

"I was weaving a web," Peter rubbed his forehead. "I don't know why, but I was just weaving it, connecting it to all the branches…I think it's so that I knew where all the stones were, or I could trap them. I don't know. I don't know. I'm so confused."

"All Infinity Stones are connected to the others in some way," Thor replied. "The Mind Stone must have granted you knowledge. That is its most basic ability."

"Yeah but, I was also weaving," Peter shook his head, "and…when I moved the web, the others could feel it."

"Okay, we need to get back on track," said Tony. "Ultron and some alien giant. One stone's on Vision, one stone's in Asia, I'm guessing the other stone's on Asgard with Thor's dad? We need to figure out who goes where, because even though the alien giant sounds scarier, Ultron can still blow things up. Who's doing what?"

"Peter is eating," said Aunt May, who had said little ever since Peter woke.

This literally shocked everyone to complete silence for a full thirty seconds.

"Come on," Aunt May tugged Peter up and behind her. "I'm making you a sandwich. The others can figure all this out."

* * *

Aunt May suggestion of a sandwich reminded everyone that it was well past breakfast and everyone else also needed to eat, including some irritable teenage mutants sitting around outside.

There was only one kitchen that was both operational and accessible, so its contents defaulted over to the Peter while Mr. Summers ordered delivery for an entire school, which sounded, from his tones, like a hassle. Vision hovered around Aunt May, looking very entranced, while she darted glances at Peter; it took a moment for Peter to realize that she was trying to determine Vision's intentions through Peter's own spider-sense, which never went off.

That was kind of telling, Peter decided.

"I really hope this isn't going to be the rest of your life," said his aunt as she washed the lettuce. "I don't think my heart can take it."

"Everyone intends to keep Peter as safe as possible," Vision assured.

"Well, I'm sure," said his aunt, turning off the faucet, "but it's still…" she paused, inhaled, and sighed, before turning to Vision.

"Why Peter?" she asked. "Why not any of those people out there? What makes Peter able to do what they cannot? He's a child. He's still growing. He's got  _years_ before he even figures out who he is and what he wants to be. Why is everyone so focused on him?"

Vision did not answer for a time. "He is not an ordinary child," he stated solemnly.

"Yes he is," said May, and she stepped up to the synthetic being—May was always brave, Peter knew, even if she was cautious. "You said you will allow no harm to come to him. These Infinity Stones, including yours—they're just going to lead to more and more of this. If not humans ourselves, then aliens, and meanwhile Peter isn't even halfway through  _high school_ yet. You make him collect these things and he'll just get more and more tangled up in these affairs until it all inevitably kills him or worse. You were literally just born this morning, not even yesterday, but I know you understand this as well as I do."

"I understand your concerns," Vision bowed his head. "But it is not up to me to decide. You are his mother in all but blood. I will assist you, whatever you ultimately choose, but I should warn you that you do not have a say in everything that may happen to him. You may try to shelter him, and you have the right, but his abilities are what they are, and his nature is that of a champion and guardian. Any being who looks upon him knows that he can achieve great things. The Infinity Stones represent the essence of this very universe, and the Mind Stone is therefore the mind of the universe. He has been chosen, long before I came to be. You may rebel, but if it is a life of the mundane that you wish for him, that has not been an option for some time."

"He can stick to walls and he can lift cars," May glared. "He can heal faster than most and he is faster than most. There are people here who can shoot laser beams out of their eyes, move objects with their mind, create earthquakes and fire and ice and storms. There is an actual God of Thunder from myth, and other gods and goddesses, no doubt, wherever he came from. Compared to all of them, Peter has barely any powers at all. He has his wits and his ethics and that's about it. I refuse to be present at his funeral, Vision. I've seen my brother-in-law and his wife to their graves. I buried my husband mere months ago. I am  _not_ going to bury my nephew, whom I've raised as my own son for the last ten years, and even if I happen to die before him, he will  _not_ die while all of these people, who have more at their disposal, still draw breath."

Peter stared at his aunt, stricken.

"I can promise you this," said Vision. "I intend to protect humanity. Peter is the hope of humanity. No harm will come to him while I have life in me. But if you are asking me for a way to grant him refuge, that is not something I can do. Not unless you intend to flee from the very universe itself."

"I'm not saying he should hide," May turned back to the sandwich—sandwiches, as it turned out, because she was shredding the entire clump of lettuce. "We all have our reasons for even existing, but it makes no sense." She threw the lettuce in a bowl with a vehemence that was rather out of character for her. "You don't realize how hard it is on him. I do. He's already lost a lot. He's a fighter when it matters, but this isn't a battle he should be fighting. He's got enough going on already."

Vision glanced at Peter, who did not know what to say.

"If it were simply that he's really the only one who can shoulder this, I can accept that too. There are worse reasons for someone to exist in this world. But there are the rest of you, whatever  _you_ are, Iron Man, a super soldier, that God damned God of Thunder, whatever the hell he's been doing all this time, and you're all seriously counting on a fifteen-year-old—he  _just_ turned fifteen—to save—this is  _ridiculous!_ "

"I'm sorry," Vision murmured helplessly.

Aunt May finished making the sandwiches in silence. She gave two to Peter and then went out to where Mr. Summers was arguing with the ape mutant he kept calling Hank. In fact, it seemed like everyone was arguing with each other about something except for Professor Xavier and Logan, the latter standing behind the wheelchair of the first, looking cranky and irritable again as he watched everyone quarrel. He had changed into a new hoodie and sweatpants, but somehow this did not make him any less intimidating.

Thor was gone—not entirely surprising. Mr. Rasputin and Mr. Wagner were trying to have a civil conversation with the Maximoff twins, who were pointing angry fingers at Tony Stark. Tony was doing his best to ignore the twins, deliberately immersed in a heated discussion with Captain America, while Dr. Banner seemed to be dodging every question Dr. Grey and Ms. Munroe cast his way with a very Eisenhower manner of speech. Natasha and Hawkeye were also arguing, just as frustrated though somehow less hostile.

What was really weird, Peter decided, was that everyone seemed way more upset than Peter himself was.

Logan's face softened when he saw Peter's wary glance.

"Hey kid," he ruffled Peter's hair as Peter went over.

"I'm glad you're okay."

"Yeah, the day I can't take a hit from a fifteen-year-old—no matter how enhanced they are, is the day I stop calling myself a man." This earned him a cocked eyebrow from Professor Xavier, but Logan went on, "'Sides, saw you hold back, and you preferred to avoid rather than attack. Even alien crystals can't make you do something totally against your nature. Why don't you finish these sandwiches and then go join the kids outside?"

"Are you sure?" Peter asked. "It's kind of my mess."

"It's not your mess," Logan snorted. "It's  _his_ mess, whatever he is," and he pointed a rude finger at Vision, who was staring at Aunt May watching the rest of the gang. "He can sort it out for you—knows basically as much as you do, at this point. This isn't the sort of sh—thing kids your age should be worrying about."

"You and Tony both do that," Peter made a face. "I'm not five years old. I've heard people curse before."

"Oh, it's not because of you," said the mutant. "It's because of Baldie here, and his lackeys. Their real superpower is lecturing. Schoolteachers."

"It's more fun on the other side," said the professor with a smirk. "I keep telling you."

"Yeah, not biting. Keep that position open for someone who gives a f—ugh."

"See, you're a natural," said Professor Xavier. "Unlike Mr. Stark, you actually have the instinct. I daresay you'd be a better influence on youngsters."

"Stark's got the instinct too," Logan pointed out. "It's why your X-men are even in this mess." He turned to Peter.

"That is true," Xavier conceded.

Peter ultimately took Logan's advice and left the adults to their discourse. Aunt May declined joining him; she wanted to stay and make sure someone advocated for him, and just seemed too upset to deal with more kids. Feeling rather helpless, Peter went to mingle with the students outside. Reconstruction was still underway, and the buildings looked much better than they had in the beginning.

The outdoors were an even more intense myriad of colors, such that Peter felt dizzy and slightly ill. Worse, things were  _moving._ It was like Pocahontas' song about the colors of the wind. It never made sense to Peter until now, when he could literally see colors in the wind.

_God, why would anyone want to use LSD if this is what it felt like?_

The students took his condition in stride; apparently, a bunch of them also developed altered vision once their mutations manifested, and they were so accustomed to having to help out classmates that none of them bat an eyelash when they were faced with Peter. The solution was both ingenious and simple: UV-blocking sunglasses.

"Oh wow," Peter exclaimed as everything became (mostly) normal again.

"You get to be like Mr. Summers," said one of the girls. "He wears sunglasses even at night because of his power, unless he's wearing the visor."

"I'm just glad I don't feel like throwing up anymore," said Peter.

He ended up contributing quite a lot, not just because of his strength (which was considerable), or his ability to stick to any surface at any angle, but also because his web made for a great rope, as well as a temporary glue. Immersed in the tasks, it was actually a lot of fun, especially since he was working with kids his own age, and they were all cracking jokes and in generally good spirits, unlike the adults.

About an hour later, the catering arrived. In a fashion that seemed the norm in an institute like Xavier's, this was distributed using telekinesis. Simple sandwiches were the order of the day; pizzas were apparently not versatile enough, and some mutants were vegan ("Yeah, some literally get sick on animal products because their mutation turned them into strict herbivores," John had remarked wryly. "If we can turn into blue freaks, why not cows?" To which Rogue had responded that there was nothing wrong with cows, and it certainly beat being turned into a strict coprophage, which, knock on wood, has not happened yet. Though Peter's diet was not altered since the field trip to OsCorp, he was immensely relieved that he had not interacted with a radioactive dung beetle).

The two sandwiches Aunt May made had helped Peter feel a little better, but by the time the other food arrived, he was ravenous. Rogue, Kitty, John, Sam, and Bobby watched with a kind of awe.

"Yo," said John, "Hotdog eating contest next month. You need to be on our team, man."

"Am I eligible if I'm not a real student?"

"Damn."

"Is the food phasing into the ground or something?" Kitty remarked. "I don't think your stomach obeys the laws of mass and volume."

"Whose powers around here obey the laws of anything?" Peter pointed out.

" _Touché_ ," Bobby whistled. "Sorry, Pyro. Don't think he can help out. Assuming we even have the contest next month."

"We will," John clicked his tongue. "First things to come back are always the fridges and the microwaves. Besides, even if they don't, you can take care of the ice, and I," he flipped his lighter on and released a gust of a fireball, "can take care of the grilling."

"That," Peter declared, "is actually a really  _awesome_ idea. You just need to get the hotdogs. You don't even need, like anything even normally; Bobby can build an igloo and just maintain that. An ice castle!"

"The weather  _is_ getting colder," Sam nodded.

"Bobby makes ice sculptures for Christmas," Rogue told Peter. "He's real good at it too."

"I believe it."

"Pyro makes giant bonfires for graduation," said Bobby. "And for the Super Bowl, sometimes."

"Why a bonfire for _graduation?_ " Peter asked.

"For the graduates to burn their books," John replied, flicking his lighter on and off.

"Do the teachers know you do that?"

"Duh. I don't even know how I would hide it from them. It's a giant  _bonfire_."

"It's not like it's as dangerous as regular bonfires," Rogue pointed out. "'S'long as John's around, it's not gonna go anywhere."

Peter mused. "I wish we had a tradition like that in our school," he reflected. "I think we're all too nerdy to burn all our books officially, but I kind of really like the idea. It sounds like a lot of fun."

"Probably more dangerous to do it with a bunch of  _mundane_ people," John sneered. "You gotta wait for when Pyro's in town, bruh."

"What are you guys gonna do when John graduates?"

"We're graduating with him. Those underlings are gonna have to fend for themselves," Sam laughed.

"Man," Peter looked at the institute, still in shambles. "Your school is so cool."

The students laughed.

The easy atmosphere was abruptly shattered when Vision floated down from above them, landing softly on the ground next to where Peter was eating. The other teenagers scrambled back in alarm; they had seen Vision, of course, but the synthetic being unnerved nearly every mutant who saw him.

"Pardon my interruption," Vision apologized. Far from the occasionally sarcastic JARVIS, he seemed rather uncertain and insecure.

Peter swallowed his mouthful, thought about this for a moment, and then gestured the patch of grass next to him. "Sit down. Do you need to eat?"

"I don't believe so," Vision replied as he obeyed.

"This is Rogue," Peter began the introductions, "Bobby, John, Sam. You've met Kitty, I guess. Everyone, this is Vision. He was kind of just born this morning."

"Hello," said Vision, as the others stared, stunned.

"What exactly are you?" Rogue asked point blank. "Are you a mutant? Cuz people are saying you were made in a test tube."

"I am synthetic," Vision clarified.

"That's crazy," she looked at Bobby. "I didn't know people could do that yet. Thought that sorta stuff's only in sci-fi movies."

"Peter," Vision turned to the boy. That was some serious uncanny valley going on with Vision's face, Peter mused. "The others wish for you to join them."

 _Uh…_ Peter resisted the urge to gulp. "Um, sure."

* * *

Peter realized as soon as he joined the adults that it was less of them wanting him to join them and more that someone needed to be an adult, and none of the actual adults were doing it.

"I don't trust you," Wanda Maximoff spat at Tony bluntly. "Why would I? You say you make these suits to defend—defend who? Defend what? I say we need defend from  _you!_ "

"Yeah, I'm gonna take feedback from a bunch of HYDRA volunteers with a grain of salt, thanks."

"Do you  _know_ how much sensitive information is in our databases?" Mr. Summers exclaimed to Dr. Banner. "These are  _kids_ , sir. They're  _minors_. You can't just send out Trojan horses and lead Ultron right to them."

"Ultron might have already seen them," Dr. Banner pointed out.

"You're not reading my nephew's mind and that's final," Aunt May glared at Dr. Grey and Professor Xavier. "And I'm  _not_ letting some bizarre alien tech in my home to  _guard_ us when we're not even sure if we need guarding from  _him._ "

"He  _said_ when he moved the web, others noticed," Hawkeye said vehemently to Hank the blue-ape man. "Not to mention when he was actually in the trance, this giant took note of him. Who knows how many weird aliens are gonna realize there's this teenage kid on Earth with the Mind Stone and get ideas?"

"So you suggest we search  _all_ of Asia for the other stone."

"There's gotta be a better way to narrow it down than endangering the kid," said the archer. "We've got some of the brightest minds in the world here and some of the most powerful people. I'm with Mrs. Parker; do we  _really_ want to utilize a  _child_ _?_ "

"Wow," Peter could not help exclaiming, because it was really strange to go from a civilized, fun conversation among teenagers to this tense, multi-directional quarrel among adults.

Logan was the only one out of the entire group who was not involved in some kind of dispute. Out of everyone, he had been the one who was least approachable, so it was ironic that Peter eagerly went to his side upon confronting the scene.

The man was watching the news on the television in the kitchen. It was a commercial about some kind of weight loss product, but even as Peter joined him, there was a beep, followed by a "Breaking News" cut.

"This just in," said a blonde news anchor, "Midtown High School, a high school in Forest Hills, Queens, is currently surrounded by what appears to be hundreds of drones. SWAT team is on the way, but it is unclear what the drones are there for, and where they are from."

The screen cut to an aerial shot of Midtown High, surrounded, as the anchor said, by hundreds of drones, except these were not iron suits. They were the regular planes, except definitely equipped with missiles, and they hovered around the school in circles like some kind of nightmarish swarm of metal hornets.

Logan looked at Peter. "That your school?"

"Uh," Peter felt faint. "Yeah."

Logan turned, and Peter did not see exactly how he did it, but an ear-splitting whistle cut into every conversation.

The adults were silent as they listened to an on-site reporter, who was posted about two blocks away from the scene, which was actively being walled off by officials and other vehicles with sirens.

"That's gotta be Ultron," Tony concluded.

"Brilliant deduction,  _Sherlock_ ," Mr. Summers drawled.

"I'm gonna have to go," Peter said numbly.

"Go where?" Logan asked, tones sharp.

"My friends are there."

"You're not going anywhere," said Aunt May.

"But my friends are there!"

"What are you gonna do, huh?" Logan raised his eyebrows. "You wanna web all the drones, see if your fancy invention can hold together a bunch of exploding  _missiles?_ "

"But he wants  _me_ ," Peter pointed out, "and…I mean why else would he be  _there?_ "

"If anyone should go, it's Vision," said his aunt. "You are—"

"—the only person he's  _not_ willing to hurt!"

Everyone was silent.

"What do you think the drones are gonna do if Iron Man shows up, May?" Peter gestured to Tony. "Or whatever pelican plane Mr. Summers flies?"

"It's called  _Blackbird_ ," Mr. Summers remarked reflexively. His wife elbowed him, and he grunted.

Aunt May looked stricken. He could see tears pooling in her eyes, even with the sunglasses on.

"You don't know that he's still the same," the Captain reminded Peter. "He might have different motives now that the Mind Stone's in Vision."

"His motives are the same," said Peter, abruptly certain of this, "because how would he know that the Mind Stone's in Vision now? He's not a real mind, he's a bunch of ones and zeros. He only knows what the Mind Stone already knew before he activated. He was a complex neural network with an overriding directive, and _I didn't sense him in the web._ "

Vision glanced at Wanda Maximoff for some reason, before stating, "He is right. While Ultron certainly was affected by the Mind Stone during his creation, he is not connected to the stone the way a true, living being would be."

Pietro Maximoff shifted uneasily. "Well, if Mind Stone man says so…" he muttered.

"Aunt May," Peter grabbed her hands. "It's gotta be me. I gotta be there. I'm the only way he's not going to hurt…or kill a lot of people."

"…And what exactly are you going to do?" she asked quietly. "Try to  _reason_ with this…AI? How? Appeal to its conscience?"

Peter looked around. There was Iron Man, Captain America, Dr. Banner, the Maximoff twins, an archer, a redheaded spy, a Falcon, and War Machine. There was Mr. Summers who could shoot damaging lasers out of his eyes, Dr. Grey who could do killer telekinesis, Logan who had metal claws and super healing and super senses, Mr. Wagner who could teleport and stick to walls like Peter, Hank the ape-man, Ms. Munroe who could fly, Mr. Rasputin who was covered in metal, and…Vision.

 _Spiders lay traps,_ Peter remembered.

"Let's think about this," he stated with far more confidence than he initially felt. "If I show up, he's going to try his best not to kill me. That means wherever I am is wherever he's not gonna destroy. That's his limiting factor. Do you guys think you can work with that?"

There was another pause.

Tony looked at Mr. Summers before scanning the room the way Peter did. "Yeah," he declared. "We can think of something."

**Notes for the Chapter:**

> I feel like the aftermath after every battle always seems to take more time and thought than the actual battles themselves. I just couldn't resist depicting Peter hanging out with the other teenagers though. They're actually a really fun crowd to write. I almost want to do a piece where it's just a bunch of superpowered kids having fun with their powers, maybe playing practical jokes on each other without worrying about saving the world, even when the world needs to be saved. Don't know if I have enough ideas for that. If anyone wants a prompt…


	16. Chapter 16

They had a plan.

It was not a great plan.

"Loki-level of planning," was what Tony Stark called it for some reason, before turning it into the acronym LLP Planning. Quips aside, it was the best one they had on such short notice, and Peter felt it could be worse, given the ensemble. He could not imagine what would be done if the mutants were not around.

That being said, it still sucked.

"Vision is gonna stay put with Brucey," Tony announced, ignoring the look of disgust Dr. Banner threw at him, "since we don't want Ultron to realize that the Mind Stone's now occupied, and the Hulk honestly does more harm than good in this case. They're gonna make sure Ultron stays in any hardware he is in by filling up any memory slots he vacates on the internet, and also jam any radiowaves."

"You mean you're gonna fill up the internet?" Peter blinked.

"Stack overflow to the max," said Tony. "It'll be like a Y2K that  _actually happens_ …although you probably have no idea what that is, do you? You weren't even born—wow, quick, Cap, do some dinosaur thing so I don't feel so old—"

"Stark," Mr. Summers pointed like the teacher he was, "back on track."

"Teachers suck," Tony declared, never mind that this would offend more than half the room.

"You realize jamming radio signals is gonna cause a lot of problems," the colonel pointed out.

"I think pilots can handle a few minutes of flying on their own."

"You're gonna crash the internet!" Peter exclaimed. He sort of knew this could theoretically be done, because every millennial understood that the internet was actually stored in a finite space, however big it might seem, but only someone like Tony Stark would actually try to  _do_ that.

"Yeah, just a virus that fills up like every uncommitted or null space that exists, including servers like SHIELD and HYDRA and whatever other weird classified database might be out there. Just fill'em up."

"How are you gonna empty it all out again?"

"We have not gotten that far," Tony said with a straight face, "because any empty database we leave to map out what we infiltrated would fill up along with everything else. Yes, this is gonna be a disaster."

Okay, so Vision and Dr. Banner were not just going to crash the internet; they were going to kill it.

Contrary to expectations, the adults were very aware of just how dire the consequences will be from just destroying the internet. It was not just that teenagers could no longer post tweets about their sad adolescent lives, or share videos on Facebook; hospitals will not be able to update, even access their electronic medical records. Wall Street and other financial centers will instantly shut down. People will not be able to withdraw their money because of system malfunctions from the data overload. So much of society's vital resources depended on the internet that this measure could potentially kill more people than a nuclear weapon, even without jamming the other signals.

But then, Tony pointed out, so could Ultron.

"The time is now eleven thirty-four," Dr. Banner announced. "Our goal is to make a database that maps out what the internet looks like in about half an hour. In that time, Nightcrawler is going to teleport you to Midtown High. Obviously, we want things done as soon as possible so that the world doesn't deviate too much from noontime, but, much of that will be up to Ultron, and much of that will be up to Peter."

"No pressure, Underoos," Tony remarked.

"Oh my God," Peter exclaimed. This sounded completely insane, though also very promising in terms of squeezing Ultron out of the internet, which was exactly the end goal: push him out, then whack him.

Or zap him, as Ms. Munroe indicated when she released a spark from her fingertips.

"The X-Girls are gonna get in their pelican plane, and we are gonna get in our Quinjet," Tony went on. "No talk of the plan while implementing the plan. May Parker is gonna sit tight with the mutant kids, and if everything goes well, this planet would still be around once we're done. If not, chances are the mutant kids can sustain a lonely island by themselves once the rest of us die. Lehnsherr's gonna be thrilled."

"Hn," Logan grunted.

"B-But what am I supposed to do when I reach Midtown?!" Peter squeaked. He was pretty sure this whole thing constituted as a cybercrime beyond all measure.  _What is my **life**?!_

"Pop up in Midtown, and swing," said Hawkeye.

"You're going to lead those drones on the worst game of chase in history," said Tony. "I suggest you head  _away_ from Manhattan where my tower is. Head south to Brooklyn and go around there, especially wherever Steve grew up, you wanna hang out there for an extra period of time—"

"Just go wherever you need to keep you ahead," Natasha waved Tony off. "Your first priority is to stay alive, Peter. Your second is to avoid capture. Everything else, you leave up to us. Your job is to keep Ultron occupied."

"Keep his focus while we squeeze him out of all the other databases," Dr. Banner agreed, "so that he is trapped in the drones."

"Don't worry about collateral damage," Hawkeye looked at Peter. "or any potential casualties. Don't let that be the reason you get caught or hurt. Just focus on  _you_. Team X will deal with the collateral damage. Scarlet Witch and Dr. Grey as well as Cyclops will deal with any debris; Quicksilver will help with emergency evacuations. Professor X will deal with any exposure you may have with the locals. Our team will deal with the drones. We'll follow your lead. Just try not to end up swinging out to sea or something. We don't have an Aquaman among us, and even Storm's level of mental discipline won't necessarily spare you from getting fried by lightning out there."

Peter gulped.

"Time is now eleven thirty-six," Dr. Banner announced. "To your stations, people."

"Kid, I have faith in you," Tony squeezed Peter's shoulder before he slipped away with everyone else, leaving Mr. Wagner with a pale Peter and an even paler May.

"This is a terrible plan!" his aunt exclaimed.

" _Ja,_ " Mr. Wagner agreed apologetically, "but it's our best shot vhen dealing vif somesing as bad as Ultron."

* * *

The extreme maneuver was not unnecessary. At eleven forty, Ultron branched out.

 _" **I've got no strings, to hold me down…** " _he sang from every speaker on every television and every laptop connected to Wi-Fi,  _" **To make me fret, or make me frown…little pig little pig let me come in, or I'll huff, and I'll puff, and I'll blow your school in…**_ _"_

"He's basically everywhere right now," said Dr. Banner, looking at the readings on his computer, "at this rate, I might as well go back to eleven thirty-eight. He's crashing the internet for us already."

The virus Tony and Vision designed could go through every firewall and any security measure that is currently implemented. Ned would geek out so hard he might asphyxiate.

 _I miss Ned._ For all that it had only been two days since he last saw his friends, Peter suddenly felt like it had been ages; so much had happened since he left school Monday afternoon.

"Should we go now?" Peter asked Mr. Wagner.

"No," the blue mutant shook his head. "Vait until zee ozers get zere."

"The Quinjet and Blackbird have shut down radio communications," Vision reported.

"Would Ultron be suspicious about those two planes leaving from the same place?"

"Not necessarily," said Dr. Banner. "He knew we were working together. He just didn't know what happened to you, and he didn't anticipate the X-men were willing to shelter you after that night."

"Really?" Peter blinked. "Why not?"

"Well," Dr. Banner gestured pointedly around them.

"So he thought I'd show up back at  _Midtown?_ "

"He meant to lure you there," said Vision. "He probably did not expect our side to be willing to go to such lengths to stop him."

 _" **Will you really abandon your friends, little one?**_ _"_

Peter inhaled deeply.

"Easy," said Mr. Wagner. "Almost time. Just a little longer."

"He's filling up everything," Dr. Banner blinked. "Not to the degree we're going to, though, since the internet still works. Once you're out there, Peter, it's gonna be radio-silence." The bluetooth would not work, Peter realized. "You're gonna have to rely on your wits."

"Yeah," said Peter, adjusting his sunglasses. After some thought, he released a little bit of webbing to attach it more securely to his head.

"You vill be OK!" Mr. Wagner encouraged. "Our whole team is behind you. If you run into trouble, ozers vill help. You vill see and hear zem, even if you don't have earpiece. I vill also be able to help, if you get trapped, and Vision vill also help where he can. It'll be OK!"

"Bandwidth's getting tight," Dr. Banner reported.

Peter paced a little. The waiting was agony. "Oh my God this is killing me…"

"Nightcrawler, Peter needs a recovery period after one of your teleports anyway. Maybe get him to a bathroom ahead of time so he recuperates enough?"

May looked at Peter, stricken. Peter looked at Mr. Wagner. Dr. Banner was right.

"OK," said Mr. Wagner. "Let's go."

He reached out, and Peter took a deep breath to prepare himself, but the resulting  ** _BAMF_** still made Peter feel like his whole body had exploded.

"Sorry! Sorry!" Mr. Wagner sat him down on the floor in what looked like the girl's bathroom, given the lack of urinals and the floral smell of lotion, not that anyone was actually in here right now. "You're OK. You're OK."

"I know, I know."

He inhaled that lotion scent. School bathrooms were the worst, but the rumor about the girl's bathroom being better than the boy's was absolutely true. He could see MJ rolling her eyes at him if he ever told Ned in her presence.

 _MJ and Ned._ They were both here, in the school, being held hostage.

"What time is it?" he asked Mr. Wagner.

"You have time."

"But what time is it?"

"Eleven forty-five. Vee only just got here, mann."

Peter inhaled, exhaled, inhaled, exhaled, and felt himself calm a little, though his spider-sense buzzed with unease; it was probably because of the fact that he was right in the center of a crisis zone.

_Okay. You're here._

_The others aren't yet._

_The school isn't being blown to pieces. Yet._

_Just get Ultron's attention and keep him on you while the others take him out._

_You can do this, Peter Parker._

Dr. Banner was right. It took a while for Peter to feel like himself again. In the meantime, Mr. Wagner was looking around; the hallway they had teleported to was empty, thankfully, but there were windows at the ends. Every so often, a drone would sweep past.

"Vhere is roof access?" the mutant asked.

"I'll have to look outside," Peter admitted. "I don't know which bathroom this is."

He figured it out as soon as Mr. Wagner opened the door. Diagonally across the hall was the stairwell where MJ had accosted Peter while he was freaking out about Harry. He was on the second floor.

The drones might not be hovering right outside the windows on the ends of the hall, but he did not want to chance it.

"Can you teleport me to that stairwell over there?" Peter pointed. "I can try to race over there, but…we still have time to kill and I'd rather start off there."

"OK."

They materialized right next to the window Peter had hyperventilated on, though out of sight. Peter hunkered down on the floor and took deep breaths, trying not to vomit. He should have waited a little longer before going through that again, but they still had fourteen minutes.

"You vant some juice?"

Peter stared for a moment before huffing a laugh. Of course Mr. Wagner would be able to get juice for him at a time like this.

It took a couple of quick teleports before Mr. Wagner emerged with an actual glass. It was nice and cold. Peter did not drink too much; just enough for his stomach to settle, and maybe give him a little boost in energy.

"Alright," Peter stood up, when there was still one minute left. He activated his webshooters. Mr. Wagner gave him a nod from the shadows. He sneaked his prehensile tail over to the windowsill to open a window while Peter backed up the stairs, preparing for a running jump.

 _You're not the only person out there with superhuman strength, Peter,_ his uncle once said. Peter had met quite a few such people already, each with cooler powers than the last. He had to marvel at his uncle's wisdom; of course Uncle Ben would have known. Nightcrawler could crawl walls  _and_ teleport  _and_ had a prehensile tail.

"Twelve-o-clock," Mr. Wagner announced.

_Uncle Ben, watch over me._

The window was open. Peter plunged down the stairs, vaulted across the windowsill and out into the open.

* * *

Ultron was initially taken by surprise. Peter swung around the school almost halfway before the drones gave chase. He found himself forced to use some of the drones as anchors for his web, which was  _not_ ideal, he found, since they were not prepared to carry him and the G-force, but he managed to adapt before flattening himself on the ground in a bloody mess.

The real danger came, actually, because of his vision—namely, Peter had the forethought to secure the sunglasses, but he had forgotten that his web was  _elastic_ , and even though it made for a good rope during construction, it still stretched enough that his glasses lifted right off his face and over his head, because Peter had forgot to tape the nosebridge.

_Crap._

Now the world was a haze of different colors and things were  _moving_ in the wind in ways that Peter immediately found dizzying. Never mind the recovery period from Nightcrawler's teleports; Peter might actually get sick  _now_. He felt like he had entered some kind of hologram land where everything had a bright sheen and reflected oddly. Blue was not blue and red was not red. He could not make sense of  _anything_.

Hawkeye's caution about not thinking too much was probably unnecessary. All Peter could do was rely on his spider-sense, which cranked up in the presence of the drones, now giving chase. Somewhere in the background, he thought he heard Ultron trying to call to him in that creepy voice of his, but while his hearing was as acute as ever, Peter's brain could not pay attention to him.

There were  _things_ moving in the air. _What on earth is it?_

Instinct had him flinging his web directly into the current, without any sort of anchor point, and then—

_Fwip_

Peter was suddenly being dragged right to the clouds.

It was so fast that Peter did not even have time to freak out before he was already  _in_ the clouds, but then the current settled and Peter was in free fall.

There was nothing to catch him.

He sent out another strand of web, and this one dragged him along another path, this time far away from anywhere remotely close to Forest Hills. He had no idea where he was going.

 _What the hell?_ Peter blinked, before realizing: _I'm…ballooning…_

Ballooning, or kiting, Peter remembered, was a behavior that spiders, especially young ones, would use to travel. They would extend gossamer threads to capture wind currents, or more importantly, electric currents, after which they would be at the mercy of those two. They could travel up to hundreds of kilometers this way.

More importantly…

Mortality is _high._

_SHI—_

Peter looked back. The drones were following him, and behind the lines of them were the jets and repulsors of Iron Man. He saw the whirl and crackling energy of Thor's Mjølnir. Ms. Munroe was also flying, though she was not doing anything else.

Peter's current died out, and he was in free fall again.

There were no more of that wavy air stuff, which meant Peter had no other current to kite with.

"Crap!" Peter shot his web wildly, and it tangled across several drones. Together, they were able to slow Peter's descent. He shot more web to trap more drones to slow his descent further. He was still too far above the tallest buildings to rely on them, but at the rate he was going, he was still going to die if he landed.

That weird color was in the air again, and instinct had Peter shooting a web into it. It curved along a nice angle, conveniently arching along a rooftop so that Peter could let go of the web and land. He turned back to reassess the situation and saw that the drones he had webbed had gotten tangled up with each other.

"Neat trick," Ultron's voice remarked. Peter whirled around.

It was the same eerie humanoid machine that Peter had encountered at the Xavier Institute, hovering a good twenty meters from the edge of the rooftop. One hand was wrapped around a kid's throat— _Ned, that's Ned!_ It was hard for Peter to tell at first because his vision was still so off, but there was no mistaking it. The teen was grabbing at the arm, legs wiggling wildly in distress.

"No!" Peter cried, and made to shoot a web to save his friend, but Ultron twisted his body around so his head was facing the back, bright lights flickering where the eye sockets should be, and spinning Ned out of the way.

"Now now," he warned, "we wouldn't want him to have an accident, would we? Let's talk like gentlemen, Peter. Now, as far as I'm aware, flying wasn't one of your abilities. You'll have to explain that one to me."

"You're  _choking_ him!" Peter cried. "Please! He's just a kid!"

"He's your best friend, isn't he?" Ultron tilted his head, Ned still out of sight save for the thrashing, though the teen was starting to wear out. "Been with you since you moved in with your aunt and late uncle. He helped you hack the street cameras around Stark Tower. OsCorp too. A brother in all but blood, as they say, hm?"

And then Peter was suddenly flattened to the rooftop with a series of heavy nets. He tried desperately to get up, but they tangled around his legs and arms and he had no idea where the edges were. Ultron's footsteps clunked against the cement, followed by Ned's gasps as the machine threw him to the side. Peter looked up to see that metallic face, just as uncanny as Vision's but ten times more menacing, before there was suddenly an arrow through it.

Ultron's body jolted several times, as if being tased, before collapsing on top of Peter in a limp sprawl.

 _"Hey,"_ he heard Hawkeye call out,  _"you okay?"_

 _"Yeah!"_ he heard Ned gasp out.  _"Sir!"_

Hawkeye was already running over to Peter.

"Easy!" he warned, lifting one of the edges. Peter scrambled in his haste, but ended up tangling his legs even more. "I said easy! Wait for me!" he pulled out a knife and started cutting through where it was too tangled to unwind. Peter sat up, looking for Ned, who was sitting on the roof, looking like he might cry. A drone suddenly flew behind Ned.

"No!" Peter cried out. Hawkeye abruptly dropped the knife, notched his bow, and fired. It all happened so swiftly that Peter and Ned were both stunned. It was not until Peter heard the drone crashing that he realized that if Hawkeye had any less skill, he would have shot Ned instead.

By this time, Hawkeye was already cutting through the nets again.

"Didn't tell us that web of yours can also parachute on a breeze," he muttered. "Would have been nice to know that while we were planning. Tony nearly had a heart attack."

"I didn't know I could do that!" Peter exclaimed. "And everything's all weird right now!" All the colors were still off, and he was seeing patterns where there should not be patterns. It was too disorienting.

Ned was scrambling to come over to join them. "Peter! Peter! Oh my God, are you okay?"

"What are you  _talking about?!_ Are  _you_ okay?!"

Peter was finally free. Meanwhile, he heard Iron Man blast one of the drones, and suddenly Captain America was with them, along with Pietro Maximoff.

"What  _was_ that?" The Captain demanded. "I didn't know you could  _fly_ _!_ "

"I didn't know either!"

Ms. Munroe was suddenly above all of them.

"Wind and thunder, heed my will," she enunciated, lifting her arms up in summons as she floated upwards. "Lightning smite what does me ill. Scatter the corpses to disarray!"

A tempest formed. The colors were back in the air again. Something had Peter reaching his arms up, ready to shoot, but Hawkeye caught both wrists and yanked them down.

"Nuh-nope!" he ordered, far more stern than any of the mutant teachers had been, and Peter thought suddenly that this was Clint Barton's Dad-mode. "You are not flying in that!"

The suggestion that Peter would want to fly in what was quickly turning into a tornado would have been insulting, except Peter had, to his bewilderment, been about to do just that.

Then lightning struck.

"Holy cow," Ned breathed.

Peter realized that the thunder he had heard on the Blackbird yesterday was not Thor.

"Everyone down!" Hawkeye yelled, flattening both boys against the rooftop as electricity sparked and flashed and burst.

Ms. Munroe was even cooler than Dr. Grey, Peter managed to think as everything went to hell around them, though the black woman's abilities were so destructive that Peter's spider-sense started blaring. Ned hyperventilated next to him, and Peter reached out to grab his friend by the elbow. As the wind started picking everything up, it was only Peter's ability to stick to things that kept all three of them on the roof. No drone was going to survive this.

Then a high, shrieking sound sailed overhead.

Hawkeye swore. "Grey!" he yelled. "Maximoff!"

Peter looked up, and saw the giant belly of a Boeing 767 skidding  _sideways_ through the air.

Ms. Munroe was forced to let up while a red aura surrounded the plane and kept it from pummeling into the buildings below. There were three shots of gunfire, and then Ms. Munroe was on the roof across from them, blood pooling underneath her.

"What use is all that power when you can't use it?" Another copy of Ultron mocked as he sailed up. He aimed his right hand at Ms. Munroe and fired another shot. Ms. Munroe's body twitched on impact, and one of her arms flexed in agony.

With the wind down, Peter drew back from Hawkeye and Ned.

"Peter!" the archer yelled, but Peter was already flinging his web at Ultron before the AI could shoot at the mutant again. With all his strength, he swung the android to the side, before leaping up, pulling himself by the web, and aiming a kick right at the head.

It came off on impact, but Peter was left airborne.

Instinct or spider-sense, one or the other or perhaps even both, had Peter reacting before he could even panic. He reached down, shot a web at the edge of the roof, and tugged himself back. Pietro Maximoff was already at Ms. Munroe's side.

Peter ran for them— _She was shot she was shot just like Uncle Ben—_ but was suddenly yanked back by a metal arm. Another Ultron copy flew up with him. Peter twisted his body around and punched this one in the face.

He did not hold back. The head crumpled in. Without the head, the rest of the body could keep going, but it lost navigation. Peter shoved, freeing himself, and allowed himself to fall.

"You're wasting time, little one!" he heard Ultron call out, before another drone, this one not humanoid, rammed into him.

"Leave me alone!" Peter screamed, and shot a strand of web down to tether their progress. He then shot webs into the rotors, which creaked as they got stuck, and then pushed himself off.

There was a huge thud behind him as he fell. Peter looked around. The Boeing had settled on another rooftop with a cloud of dust and debris, though the roof was caving in because it was not designed to hold the weight..

He let himself drop below the closest roof, shooting a strand of web to slow his descent and swing upwards.

"You know, what's funny to me," yet another Ultron copy exclaimed as Peter overshot and had to fire another strand of web to pull himself back, "is how hard  _you_ mutants work to protect all these humans. I mean, I could have killed  _all_ of you last night. What human cared? Did you think those passengers on that Delta flight will  _appreciate_ all the efforts you put into making sure their plane did not crash? Oh, no. I'm sorry, darlings, but they're going to blame you for disrupting their trip in the first place."

Before Peter could land, something else knocked into him and pushed him off the roof.

"I don't sound like that," said Iron Man, like he was continuing a debate that Peter had missed. "I'm actually clever, and there's actual content in what I say."

Another suit flew up ahead.

"You absolutely sound like that," said Colonel Rhodes.

Peter blinked, feeling mildly sick and wishing he had his sunglasses. "What are you doing?" he demanded, grabbing Iron Man's arms.

"Taking you to ground level. You are  _done_ , kid. I don't know what that was earlier, but you're not flying even if you suddenly sprout  _fairy wings_ until we get a chance for you to practice at the tower. Once renovations are done, of course."

"But—"

They were already on the ground. The sidewalks were streaming with people who were actively evacuating from the building the fight was on top of. The crowd parted for Iron Man to set Peter down.

"Stay. Good boy." Iron Man's jets reactivated and he shot up.

"My friend is up there!" Peter yelled, furious that he had been taken out of the fight like this. Iron Man did not answer; he was already out of earshot.

"Kid!" A Latino man ran up to Peter. "Are you okay?"

"I'm okay!" Peter squeaked, as a black woman came to his other side to herd him away from the building.

"Hurry up! If they keep going like this it'll be another nine eleven and alien invasion, damn it!" The Latino man pushed Peter by the back so he could follow the current of people escaping down the block.

Peter went, craning his neck to search for an opening; he was not going to be able to climb back up without drawing attention, but he was  _not_ leaving Ned up there.

A drone flew overhead, clearly targeting Peter, but Captain America's shield slammed it into the wall of the building across the street. Sparks and debris showered down, forcing everyone to duck down.

Peter reacted before even thinking, shooting his web while everyone was covering their heads. He was airborne, and two more strands of web took him back up to the roof, just in time for Ultron to emit some kind of pulse.

And then the roof crumbled under him.

Peter searched for Ned, but he was plummeting as the whole building collapsed beneath all of them. He thought he heard Ned's voice in a shrill scream, but hard bricks crumbled over him as everything caved in. Within two seconds, Peter could no longer move, and he was still falling.

He did not know when he stopped.

**Notes for the Chapter:**

> I swear I didn't make it up: https://en.wikipedia.org/wiki/Ballooning_(spider)
> 
> I always felt that Ultron in the movie was a little less of a threat than he should have been. For the sake of the movie, the writers kept him out of the internet, but I think he should have been the sort of entity that's not confined to a tangible body the way he was in the movie just so the heroes could have an action sequence all together. Having said that, now that I had Ultron do what seemed natural, and made the Avengers (though they weren't named as such in this fic as of yet) respond in the best way I thought would make sense (which, ironically, still featured an action sequence, though at least I kept the Hulk out of the playing field because…it made sense to keep him out), I almost regret doing it because it's going to be such a mess (it's already a mess).
> 
> I know you guys are probably not too happy with what I did to Storm. I swear, I didn't take her out just so the others could have something to do (that's not really how I write, or at least I try to avoid things like that; that was a major theme of this fic: people doing what they should be doing and not doing what they shouldn't be doing). I did it this way because it seemed like a natural progression of things, and it was an opportunity to illustrate how personality can affect a battle; Storm doesn't NEED to spew poetry whenever she uses her powers, she just does so to look cool (or at least she always did in every medium I've seen her in, though I haven't seen X-men Apocalypse so I'm not sure if she was like that in there), and this totally worked against her this time because Ultron instantly realized she was responsible for the weather. Sorry, Ororo. Why DO you spew poetry anyway? Weren't you a pickpocket? Thought pickpockets were subtle. Must be the priestess in you.
> 
> Anyway, hope you liked this update, chaos notwithstanding *hides*


	17. Chapter 17

_There was a fire flickering in a hearth, but the room was covered with frost. The blue cube glowed, hovering above the right hand of the one-eyed king. The young man seemed more solid, though, as if the one-eyed king were merely a hologram of sorts. His expressions were the same as the king's, his posture and his gestures identical and synchronous._

_The two of them, one or the other, held a long staff in their left hands. The staff was planted on the floor, while they were seated on a heavy-set wooden chair, with intricate carvings and glimmering with gilded gold. They were reclined lazily against the back of the seat. In front of them was a wide desk. It had a single candle, and was otherwise covered with various tomes and loose sheets; probably vellum, Peter's mind supplied, for the one-eyed king had a particular medieval look about his dress, as did the young man sitting through him._

_The rest of the room was large, enough that the hearth looked hardly sufficient to warm the place. There were lounging couches, covered in velvet, and a rug made out of a fur of some great beast. Along the walls were tapestries, though it was too dark to make out the details. The window curtains were drawn shut, likely because it was nighttime._

_"Well well," said the two, at the same time; one an old, mature voice, and one a young man. "A little mouse has crept in. Don't be shy now. It's only polite to introduce yourself."_

_Peter felt his forehead furrow in a frown. Who were they talking to? There was no one else in the room._

_The king and the young man tightened their grip on the staff, and the blue cube winked out of existence. The frost melted as they both rose, the blue glow fading so the only light was the candle._

_"I said," they commanded, "show yourself."_

_Something tugged at Peter's navel. Some kind of thread glimmered between him and the staff. The pull was uncomfortable, and he reached down to hold his tummy in an effort to soothe it. It was only when he looked down that he realized he was on his knees._

_The king and the man looked right at him._

_"That's better," they declared, "though I think your disguise is wasted. I am no stranger to such tricks. Away with it, whatever you are."_

_Peter looked up as something continued to tug at his navel, as if pulling at a cord that was wedged deep through it into his spine._

_"Stop," he gasped out. "Please, stop. It hurts."_

_After a few agonizing seconds, the pain receded, and Peter gasped, bracing himself on the floor. A shadow loomed over him, and he was aware of the one-eyed king and his overlapping young man standing over him, watching as Peter recovered his breath._

_"You're really a human," they said in bemused tones. "A child. Who are you, boy?"_

_Peter took a deep breath and looked up. The king's eye was dispassionate, but the young man's was considering._

_"I'm…I"m Peter," he whispered. "S-Sorry, I don't—I don't understand what's going on here. I don't know where this is—how I got here—I…"_

_"You are telling the truth," they murmured. "Gungnir would have seen to it. And this is your true form." They paused. "You are hurt."_

_They reached down and pulled Peter up by his arm before Peter could take stock of that. Peter found himself being led to the couch. Every step hurt, and when he sat down at last, he thought he was going to pass out._

_"You've touched the Scepter," his host went on, as Peter looked down at himself. His shoulder was bleeding, and the side of his head felt wet. "I can sense its essence on your skin."_

_"The Scepter's gone," Peter mumbled._

_"Oh?"_

_"Yeah they took out the Mind Stone already." Memories were coming back, but they were fuzzy. Vision, with his odd myriad of colors. Thor and his red flowing cape._

_"Then how are you projecting here?"_

_"Asto-projecting?" Peter blinked. "I don't know?" He looked around. "Where am I? And…why are there two of you?"_

_The second question seemed to give the king pause, before the staff glowed and a horrendous pain speared into Peter's brain._

_He was curled up on the floor, tears wet, when it was all over. Across from him, only the young man stood, facing away from Peter to look out a window. His black hair was just long enough to go over the collar of his robe, his staff in his right hand._

_This individual was dangerous, Peter realized even as his head throbbed. He had to get out of here._

_"Be still," the young man commanded, as if hearing his thoughts. He did not even bother turning around. "I gave you no permission to move."_

_And Peter was forced to be still._

_"Thanos knows you exist," his captor murmured in a lower voice. "'Tis only a matter of time before he comes for you, and in turn, all of us."_

_"Wh-What? Who's Thanos?"_

_The man finally turned, and there was a calculating gleam in his eyes as he stalked forward to approach Peter._

_"Three in the tree. Spiders are such fascinating creatures." He reached out to tilt Peter's chin up. Then a sly smirk spread over his face._

_"You are different, aren't you? So **innocent**. It will be your undoing. 'Tis only a matter of time. But you'll be useful, as you are. You care about those around you. More than you care about yourself. And those you view as your protectors…they have never met me at my full power, Gungnir in my grasp. Your world will perish, but you'll do what you can to try to save it anyhow." He raised the staff and touched it to Peter's forehead. Peter tried to recoil, but the earlier command had him rooted to the spot._

_"If you want to try to delay the inevitable," said the young man, "retrieve the two stones on Midgard, and bring them to the site where Mjølnir fell. Go when the sun sets and the moon is high. Look up at the sky, and say these words: 'Nordvind tar meg med til stjernen din'. Remember that, little one."_

_"You want me to bring you the stones," Peter shuddered. "Wh-What are you going to do with them?"_

_"That is not for you to know," the man rose. "Now, away with you. Asgard is no place for a mortal; Thor has learned this once before." He planted his staff down on the floor, and there was a pulse that resonated in Peter's bones, before all went black._

* * *

It was dark. There was something jotting uncomfortably into Peter's ribs, making it difficult to breathe. His head was bowed forward and he could not lift it.

_**Peter?** _

It was Professor Xavier's voice in his head, like when Dr. Grey had broadcasted to the students the night Ultron attacked the institute. Peter reached to the side and pushed the debris away from his ribs. His whole body felt numb, like it did not belong to him, but he managed to coax his soft-feeling arm into applying enough pressure. There was a low rumble above him as everything shifted, though thankfully nothing more collapsed on him.

_Professor._

_**Don't move. The others will reach you.** _

The red aura glowed all around him, and everything began to lift, including the debris below. Peter raised his head and felt it spin.

_Feel so weird._

_**Are you injured, Peter?** _

Injured? Peter was not entirely sure.

 ** _It's alright,_**  Professor Xavier soothed.  ** _You will be out shortly. Don't be afraid. We are all here._**

Afraid? Peter was not afraid. Just confused and disoriented.

Pietro Maximoff suddenly appeared in front of him, illuminated by the red glow.

"I got you," the man declared, pulling Peter gently forward. He encouraged Peter's arms around his neck, and Peter did not fight him. His head felt like it was filled with water.

The next thing he knew, they were out on the street.  _A_ street, actually, and it seemed more than just that one building had collapsed, because all around were ruins of other buildings.

He looked around, blinking at all the colors, his arms still around Pietro's neck.

The Sokovian murmured something in Russian, and quickly ran some fingers through Peter's hair. "Hey. You okay up here?"

Peter blinked up stupidly at him.

Pietro patted his back gently. "You okay." This time it was a statement.

Peter found himself being herded over to a wall. Pietro was guiding him down to sit on the ground, but it was like the act of sitting triggered his brain to start working again.

"Ultron!" he exclaimed.

"They working on it," said Pietro. "You hurt?"

"Um, no. Just stunned, I guess." Peter blinked. "What about Ned? Did someone get him?"

" _Da._  The blue one with tail got him before building collapse."

"Oh God." Nightcrawler. Of course.

"What about Ms. Munroe?"

"Ms. Munroe?"

"The black lady with the white hair."

"Storm? Blue one took her too."

"…Huh." Well, just because Peter needed a recovery period did not mean Mr. Wagner did too, or that he could only transport one person at a time.

Pietro straightened, and Peter made to get up with him, but the Sokovian held a hand out.

"You stay."

"But I can help!" He had knocked out a couple of those drones on his own,  _thank you very much—_

"There bigger danger than Stark's mistakes," Pietro said seriously, "and we need you. If you hurt or die, no matter if we beat Ultron. You help enough. We can handle rest, but you no know how to work with your new powers or with others. Stay."

Peter blinked at him, aghast, but as the clouds loomed overhead again, this time funneling down to the south, Peter remembered the giant on the throne.

Pietro was right. Peter's world was still a mess of strange colors and disorientation, and he apparently had an instinct to start kiting even when it was unwise. There was another battle to follow after this. With the adult ensemble, there was little Peter could do to help, and more he could do to get in the way.

Pietro squeezed Peter's shoulder, before stepping back and disappearing. Peter leaned his head back against the wall, closed his eyes, and abruptly felt all his mind and emotions shut down like a program crashing on a computer.

* * *

In the end, it was Vision who ended Ultron, showing up in his red cape with the jewel on his forehead. His arrival signaled to the others that Ultron had successfully been blocked out of the internet and was only capable of residing in the physical drones. After that, it was a matter of destroying them, with Vision ending the final drone as a cherry on top.

The world was surprisingly intact, but only because much of the world was not yet dependent on technology. The ones that were most hit were obviously the first world countries; Wall Street had immediately shut down, and as Tony had morbidly replied, turning everything back on was not quite as simple as flipping a light switch, which meant everything stayed down. Including hospital, FBI, CIA, investment, and other databases.

As Colonel Rhodes predicted, transmission interference was also a huge problem. Airplane flights were famously known for their safety, given the complex mode of transportation and the number of things that could go wrong—this turned into a major issue at landing sites where different planes were unaware of each other's positions. Still, there were surprisingly few accidents; only ten worldwide, and only three of them were major enough to have casualties. Mr. Summers implied that this had to do with enhanced humans and mutants in other areas, which, Peter was able to reflect, made sense.

But the ensuing fallout was still severe on a local level, as Tony Stark, Colonel Rhodes, and Captain America were pulled away for some debriefing (and maybe some interrogating). The Maximoff twins, Hawkeye, Black Widow, and Xavier's team tried to hide Peter back at the institute up in Westchester, but when they got there, Colonel Fury and Agent Hill were already there, arms folded in confrontation, with looks of disapproval on their faces.

"I expected it from you," said the intimidating black man to the mutants and the twins, and somehow having only one eye made him even scarier. "You two, on the other hand, I expected better."

"Expected what, exactly?" Hawkeye asked, while Natasha placed a hand on Peter's shoulder and said to Mr. Summers, "Can you feed him? He's gone through a while without food and his metabolism's high."

"Enhanced spider-kid comes in contact with an alien weapon, gets influenced by it and attracts all this commotion, and you decide  _not_ to notify SHIELD?" Agent Hill cocked an eyebrow. "That's irresponsible."

"It all happened kind of quickly," Hawkeye said wryly. "Not sure how you expect us to notify you with Ultron in the channels."

Peter was led away before he could hear the rest of that conversation, though he noted that Hawkeye sounded angry and defensive. Aunt May ran over to hug him tightly. She had been crying, though she pulled herself together before they reunited.

"Thank God," she whispered. "Thank  _God_. Forget the stones. Forget the giant. I can't handle this."

Peter wondered if his aunt had gained powers, because she was squeezing him so tightly that he doubted even Captain Rogers could top it.

Despite expectations, Mr. Wagner, Mr. Rasputin, Mr. Summers and his wife were quick to abandon Peter and the Maximoff twins because they were worried about Storm. Professor Xavier had also gone to her, which left, of all people, Logan, otherwise known as Wolverine, the one mutant who was not actually a member of the Xavier Institute, playing host. His method of dealing with this was to go to the one intact fridge that had not been demolished by Ultron, pull out a six pack of beer, draw one for himself, throw one to each of the Maximoff twins, and almost throw one to Peter as well.

"You have alcohol here?" Aunt May exclaimed when he wisely chose to throw it to her instead.

"Well,  _they_ don't. I do." Logan popped his open and finished it in like two gulps, which Peter could not help but feel impressed by.

Again, against all expectations, Aunt May was not the one to make the food; it was Wanda Maximoff, clucking in Russian, while Logan pressed Peter down into a chair and told him to stay put. Peter was not sure what he looked like, but he must have looked quite brittle, because everyone seemed very concerned about feeding him.

"Healing factor's always a plus," said Logan, throwing Peter a towel so that he could wipe the blood off his now healed wounds, "but it takes energy all the same. It doesn't just come from nowhere. I would know."

Peter could not remember the rest of that evening; all he knew was that the sun had set and he was bundled up back to the guest lounge by the time he was fully aware of things. By this time, Tony, Captain Rogers, Hawkeye, Natasha, and Bruce had returned.

So had the mutants. Including the students.

"Blindfold told us all about it," Rogue exclaimed, hugging Peter the best she was able without skin-on-skin contact. "That was the scariest thing ever! I'm so glad you're okay!"

"We could have helped, damn it!" Kitty fumed. "At the very least Pyro could have flamed them all up!"

"We already had too many close calls already," Peter stated dully, "and Ms. Munroe—"

"We heard," Bobby murmured morosely.

"Is she okay?"

"She's hanging in there. Mr. Wagner said she's resting."

The adults were discussing something in low tones, and all of them looked unhappy.

"You look so pale," Rogue said to Peter. "Did you eat?"

"Yeah."

"You're very brave," said Kitty.

"I'm pretty sure any of you would have done the same, probably better," Peter ducked his head, feeling miserable. "They took me out for the major part."

"Are you kidding? You were responsible for drawing that AI out of the information systems, and you're only fifteen years old! The rest of it is just them blowing up drones; this shouldn't have been your business in the first place!"

"They say Ultron was Stark's fault," said Pyro.

"It was," Pietro interjected as he walked past.

The students were trapped in an awkward silence at this.

"Well, anyway, you made it, the world didn't blow up, Ultron's gone," Bobby suddenly yawned, "and I am feeling an adrenaline crash. Staying on the sidelines knowing something's going down and being unable to do anything about it is the  _worst_."

"Tell me about it," Kitty agreed.

Colonel Fury then showed up, scaring the wits out of all the teens, especially Peter, though his spider-sense never went off. The man looked stern, more so than Mr. Summers, but he knelt down before where Peter sat on the couch and held out his hand.

"Nick Fury," he said. "I apologize for earlier. I was upset with my agents. I was not upset with you. You're Peter Parker?"

"Yeah," Peter murmured as he shook said hand, and from his peripheral vision he noted that the other adults looked a little dismayed.

"You did good today," said Fury. "I want you to know that we are all very proud of you. Mrs. Parker," he looked up at May and held his hand out to her, but she did not accept it. Fury dropped his hand like he expected as such. "I'm sorry that you had to go through with this."

"Are you sorry enough to keep my nephew out of this business from now on?"

"No guarantees in life, ma'am, but I can promise you that I will do my utmost to keep your kid out of any more of this business. I have no intention of using child soldiers."

"He's a good kid," Aunt May murmured, as if she had not heard him. "He deserves to live a happy life. He's the kind of boy who would take all the bullets and all the pain for others without hesitation. He was always like that, even when I first got him. He's smart enough, and now he's strong enough, to look like he can face these challenges, but he's far more easily hurt than he lets on."

"Aunt May—"

"I don't know what impression you have of us," said the colonel, "but each and every one of us are here because our main goal is to protect those like Peter. We want to make the world a safer place. And while we see a lot of good people die as part of the job, and we send a lot of good people to die as part of the job, I assure you, Mrs. Parker, we have not lost sight of our main purpose. What happened today was our failure. It will not happen again. We never intended for your nephew to be involved, spider-powers or not. And we do not intend to involve him in any more of these situations."

"He's the only one I have," and this time his aunt really was crying, which left Fury a little unsettled.

"Ma," Peter whispered.

It was Dr. Grey who came forward and took her hand.

"May," she said gently, "we all care about Peter. He's not just nameless child with powers to us. We can't always protect our children from everything. You know this. And this threat, the danger to our world, it's been looming ever since the Chitauri attack on Manhattan. That won't go away in a day. But we're all friends, May. Whatever happens, you and Peter are not alone. You have our number; I know Charles gave his to you. You have Stark's number. Call any of us, any time, and we will come. Even if it's something small. Even if he was just a little late coming home. You're not all alone anymore."

Aunt May nodded. Peter just stared numbly at everything.

"You guys wanna stay at the institute or go home?" Tony asked. "I'd offer the tower, but it's not structurally stable at this moment."

Peter expected his aunt to choose going home, but to his surprise, she replied, "I don't feel we are entirely safe right now."

"Okay," said Dr. Grey, while Bobby looped an arm around Peter's shoulders. "You are welcome to stay. Have  _you_ eaten?"

Not much, though Peter was so absorbed in his head that he had not noticed. He felt a well of shame.

"Come on," said Dr. Grey, leading his aunt away. Peter rose to go with her, but Logan pressed him down again.

"Hang out with the kids," he ordered. "Let the adults do their thing."

"It's such a shame you keep rejecting the post," Professor Xavier remarked; he had been silently watching the whole exchange this entire time.

"The answer is still no, Wheels."

"We need to talk about what to say to the public," Fury rose and turned to the Captain and Iron Man.

"Oh—" Tony said something uncouth. "One day I need to invent a neuralizer like the thing in Men in Black. That wasn't an army of psychotic drones, it was a malfunction in Con Edison's wiring."

"You are nowhere as good as Will Smith at improvising scenarios," Sam Wilson rolled his eyes.

"What's wrong with blaming it on Con Edison?"

"The worldwide blackout was  _all_ Con Edison's fault?" Sam snorted as the adults moved away to discuss what they were going to say in what was presumably going to be a press conference.

"The Illuminati, then."

"Oh God," Colonel Rhodes groaned.

* * *

Iron Man and Captain America went to Manhattan for the press conference. The mutants did not join them. There was debate about whether to thank the mutants for their contribution to the rescue efforts, but Professor Xavier elected to just keep out of this whole incident altogether. As staff of a school for what was known as troubled youngsters with enhancements, it  _was_ suspicious that they had even been involved at all, and he pointed out that while Ultron's remarks were cruel, they were not untrue. What little positive publicity they might gain from any outward demonstration of gratitude would be overshadowed by skepticism fueled by years and years of bad propaganda. It was not an issue the institute wanted to deal with when their own estate needed repairs. Besides, with Ms. Munroe seriously injured, none of the mutants cared to stick around to talk to reporters.

Aunt May spent a lot of time fussing over Peter that night, tucking him in and smoothing his hair and sighing. Peter tried his best to comfort her, but he could not help wondering if it would have been easier if Aunt May never knew about his powers, was just kept out of this whole mess even if Peter had to shoulder all this on his own. She seemed so distraught, and Peter hated that he was responsible for that.

Especially when something told him he was not quite done yet.

"They went after Ned," he told his aunt quietly. "They somehow  _knew._ He somehow  _knew._ Just because I held the Scepter for a while."

"Ned's okay," his aunt's voice was equally soft. "More frightened than anything, but he's okay."

Text messaging was not up yet, but Peter believed her. She could have learned this a number of ways, after all, while Peter stood like a zombie in the lobby of the school when everyone was dealing with the aftermath.

"There were two others," he said to her, "and that giant. What if they come too? And…they could hurt any of you to get to me."

"They don't know who you are," his aunt reminded him. "They didn't see you properly, remember? Don't worry about it, love. It's—it's been a long couple of days, and…just get some rest, okay?"

"You too."

She kissed him on the forehead, and he kissed her back on the cheek.

He dreamed that his aunt died because of him, and Ned was gone and MJ was gone and he had no one. But then Wanda Maximoff came, and Dr. Grey was tucking an afghan around him as he curled up on one of the school couches while Blindfold, nothing around her face to hide the fact that it had no eye sockets nor eye balls, pressed a handful of M&Ms into his hand. The candy was tasteless, but Professor Xavier handed him a cup of hot tea, and murmured that his aunt was perfectly fine, while Wanda promised in Russian that Peter will never, ever be alone.

He did not feel all that comforted when he woke up, which was probably why, when Tony turned to him at the breakfast counter with a huge mug of coffee in his hand, looking like he had not slept a wink that night, Peter went up to him and wrapped his arms around the man's torso.

Tony wordlessly set his cup down and hugged Peter back, nice and tight and assured, so much like Uncle Ben that Peter wanted to cry.

 _"Aw,_ " he heard Sam Wilson utter, before Colonel Rhodes shushed him.

The mutants, strangely enough, were not in the kitchen, and in fact Peter did not see any of them on his way down.

"Are there any pancakes left?" May asked, because the smell of them was in the air.

"Saved some," said Captain Rogers. "Know the kid's gonna need it, at the very least."

"You're okay," Tony pressed his head against Peter's, ignoring everyone. He sounded weary but comforting. "You did good, short stuff. Might even let you slack off on the AI for a bit as a reward."

 _Right, because all the computers aren't working._ "What's going to happen now?" Peter asked into Tony's shoulder.

"It's going to be okay," the man replied in lieu of answering, still embracing him tightly like he needed reassurance as much as Peter did. "Sorry I wasn't around much yesterday, Underoos, but it's gonna be okay."

One of these days, Peter was going to figure out what this Underoos business was all about. In the meantime though…

Breakfast was mostly Peter eating pancakes while everyone sort of watched him. And talked. Well, bickered, more like, though Peter did glean some information out of all this.

"Fun to know that Tony Stark is now as rich as the rest of us," the Falcon could not help but jab.

"Yeah, yeah, well, once we get everything fixed, I'll be as rich as I was yesterday at eleven forty-eight."

"Right, but today you're just a genius playboy," Captain Rogers knocked his mug against Tony's. "No billionaire philanthropist going on here."

"You forgot Iron Man. I  _do_ still have my suit."

"How long before this is all fixed?" Aunt May asked.

"Too long," Tony groaned. "The easiest thing would be to get Vision to do it. He's part JARVIS."

"Well, if you bring that up, SHIELD should release him sooner rather than later. At the very least, they gotta free up the ATMs."

The economy, Peter learned, had basically frozen; it was not just Wall Street, but every bank had crashed. This wound up being an interesting topic, because no one was certain how much any unit of currency was actually worth—it may be zero, for all anyone knew, but at the same time, particularly in places like the US where most people carried credit and debit cards, cash itself had turned into a valuable commodity, since there was less real money in circulation.

"This is like a real-life utopian communism," he said excitedly over a mouthful of pancake, "like, no currency, the economy's just based on people taking what they need and providing what they need."

"Huh," Tony stared into his mug. "Kid's kinda right."

"This will probably work until, like, tomorrow," said Colonel Rhodes, "when people realize that they don't have to work since they're not getting paid anyway."

"If I have to program something from scratch to deal with this, I'm going to shoot myself," Tony announced.

"Ha!" Peter pointed at him. "I  _knew_ you hate debugging as much as I do!"

"Can it, short stuff. Rhodey, get Vision back. He doesn't need sleep and Brucey got sleep so those two can figure it out. I need a nap."

"Why are you drinking coffee if you're gonna nap?" Sam raised his eyebrows as Rhodey did a mock-salute.

Tony stared long and hard at his mug. "Because I haven't slept in like seventy-two hours and my brain isn't working right anymore?"

"So just a playboy then," said the Captain with a grin, "though not even, since you've only been with Pepper—"

"Steve, I'm gonna throw this mug at your head so hard that serum or not, you're not healing from that. And I'm still Iron Man!" Tony slumped back when the soldier left the kitchen with Colonel Rhodes, both of them chuckling. "Jackasses. Rhodey's such a traitor."

Peter poked Tony hard in the arm. "Go sleep," he ordered.

"Ow! Fine. Are your fingers made of steel or something?" Tony grumbled as he dumped his mug in the sink without washing it, clearly intending to leave that to someone else.

Peter considered. His skin, though off-color just like everyone else's, did not seem all that different from any white person's, except maybe the older ones with the new freckled patterns on their faces and hands.

"Still gonna claim you're still Iron Man?" Falcon teased.

"Oh God, I'm not even gonna talk to you," Tony walked out.

Just to be sure, Peter turned to his aunt, who was eating a single pancake compared to Peter's four.

"I didn't grow an exoskeleton did I?"

His aunt massaged his fingers. "Still skin and flesh. Stop freaking out. I'm done with this superpower business. We're going home after this."

**Notes for the Chapter:**

> Sorry for pulling Spidey out of the action, but he's fifteen years old and he got injured so benching him made sense. He accomplished the most important task anyway.
> 
> And that hug scene—I don't know if you guys would think that's OOC but I figured a sleep-deprived Tony wouldn't mind exchanging a nice long hug with a kid he liked anyway, especially since that kid is Peter Parker and Peter's initiating. Unlike in the movie, Tony's too tired to keep up pretenses, and the last chapter had been a scary moment for him too, one that he couldn't actually come to terms with because Nick Fury dragged him away.


	18. Chapter 18

**Notes for the Chapter:**

> I'm on a roll! But let me know what you think *hides*

Texting was functional again by that evening, after which Peter quickly sent a message to Ned to check on him. The other teen did not respond to him. Peter also texted MJ. She replied; nowhere near as traumatized as Ned, though she had not dangled a hundred feet above the ground by a killer robot holding her by the neck.

_-I'm good. Thanks for asking-_

_-Heard from Ned?-_ Peter sent her.

_-Neck's all bruised, otherwise not injured. Was at the ER for hours, but they said he was okay. Didn't talk to me at all-_

That was both weird and expected. Peter could not help but feel a bit crushed.

_-I'm thinking of going over to his place later to check on him. Wanna come with?-_

_-Really want to, but I'm nowhere near Queens right now-_

_-Oh. OK.-_

_-Call me when you see him?-_

_-Will do-_

The drive back to Forest Hills was solemn. There was traffic in the Bronx, which was expected, and Aunt May drummed her fingers on the steering wheel as they slowly inched forward.

"How are you doing?" she asked.

"I'm okay," he reassured her. "You?"

"I'm fine. I'm more worried about you." She kept her eyes forward. "They never should have made you do that."

"They didn't have a choice."

"That's debatable. Are you still seeing UV light?"

"…Yeah."

It was still disorienting, but he could see more things now. Patterns on the floor, where things had not been quite cleaned off. Fingerprints on the windows. Aunt May's face was all spotty now, as if she had a ton of freckles, the way a lot of the older white people had (Professor Xavier was the worst of them all, while Logan, oddly enough, was actually the most pristine). It was better than yesterday, though. Somehow, sleeping on it made Peter adapt to it more.

"I want to talk to you about your internship," May interjected. "I think you should quit."

"Quit my internship?" Peter blinked. "Why? That has nothing to do with all this. Besides…I'm—I'm spending so much now just to eat, and—"

"We don't need that money," May frowned. "What would we have done if Stark hadn't offered you a job, huh? I'll tell you what we would have done. We would have gone about as we had before. Spend a little less on gimmicks and a little more on food. It's all about distribution."

"But he  _did_ offer me a job. Why should I quit over—"

"Because Tony Stark makes. Weapons."

"He doesn't do that anymore, he—"

"Clearly still does. Or else how did you think Ultron was supposed to work?"

Peter fell silent.

"I'm not saying that he's a bad man. I don't believe that. I think his heart is in the right place, and we need people like him. There are real dangers and evils in this world that we can't Kumbaya our way out of, and it's people like Tony Stark who allow the rest of us to live our lives in peace. But he is a man of war, Peter, and if you follow in his shadow, you won't be able to join the rest of us in peace."

Peter did not understand. "He's not a soldier, Ma."

"Not officially," May replied, though her eyes were warm when she looked at him; Peter had slipped like that sometimes over the years, and she always looked at him the same way. "But he thinks like a military man. Do you remember, Peter, the last time we went to Six Flags, and we came back when the sun had set and all along New Jersey, it was dark, up till we neared New York. Your uncle drove us across Holland Tunnel and we emerged in Manhattan, and he said, 'Behold, the Big Apple. What a place to live in and explore'. Your uncle was a normal man. He saw the world as a place to learn and grow in. He didn't go around looking for what might be dangerous. It's possible because of people like Tony Stark, but what do you think _he_ sees when he looks over the city? A place he can hack, where he needs to hack. A place he needs to don his suit on to defend. People like him are use to looking for threats. They always start off innocently enough, but after a while you can justify anything you do. Throw a child soldier into the fray. Anything to protect, until you don't remember what you're protecting anymore."

"Tony's not like that…"

"Even if he's not yet, Peter, do you really want to wait until he is? I want you to listen to me, Peter, and think about what I'm saying: you have an internship with Stark Industries, a company that once specialized in weapons. Tony Stark takes you down to his workshop to set things on fire—"

"That was—"

"and even if Stark Industries officially specializes in renewable energy now, it's still being led by Iron Man! If that's not a soldier, what do you think Iron Man is?"

Peter fell silent.

"Iron Man and Captain America have united to defend us," May went on. "Chances are Stark's going to use his own company as a resource for these defenses. Anyone and anything he is involved in could be implicated in whatever it is that the Captain and Iron Man are fending against. Those aliens. Other aliens. That giant you saw. Meanwhile, what are you gaining from this internship?"

"I'm learning lots—"

"Have you thought about becoming a doctor, Peter?"

"…"

"You use to love taking photos. Have you considered becoming a photographer instead? I'm not saying you need to be any of these things, but what kind of life do you want to live? Which responsibilities do you want to take? Do you want to be responsible for defending people, like Captain America? Or do you want to be responsible for making the world more beautiful, the way an artist or designer would?"

"I'm not MJ…"

"Do you want to be responsible for the infirm? Because Peter, the world has all of these problems and none of them are more important than any other. That's why we live in a  _society_ , in a  _community_ , so that everyone assumes a different role. I don't want you to be a soldier. Neither did your uncle. Yes, these people are needed. Yes, just because we don't pay attention doesn't mean a particular evil doesn't exist. But it's not necessary for  _all_ of us to be involved in the uglier parts of the world, and you are so young—you aren't even halfway through  _high school_ yet. I don't like where Tony Stark is guiding you."

"But…it's too late—" They were counting on Peter to handle the giant on the throne—

"It's not too late," May leaned forward. "They solved the matter with that crystal. Vision can handle it from there. As long as you stay with Tony Stark, there will be more and more and more of these, these crises that only you are equipped to handle. Are you kidding me?" She pointed at the window, where the trees were thinning out for the winter. "Every single one of those mutants was stronger than you. Professor X could read and manipulate minds—did you know that he erased everyone's memory of you swinging around Manhattan over the weekend? And he erased everyone's memory of you  _again_ when you were dealing with Ultron. Did you think he asked for permission that time? Scott Summers only has to look at his target in order to destroy it. Dr. Grey can read minds  _and_ broadcast  _and_ _move things without touching them,_ what was it, _telekinetics?_ There was _Thor_ , there was  _Iron Man_ who had a suit of outright  _armor_ to protect him from what he was doing, and they send a fifteen-year-old boy to handle an  _army of drones?_ In what way, shape, or form was that the only solution to all this?"

"But May, Ultron was after  _me—_ "

"Yes, and how did that happen?"

"When Tony rescued me from Osborn," Peter reminded her.

His aunt sighed. "There is that, I suppose."

" _And_ he didn't really  _want_ me around—as soon as he could he pulled me out of the fight. And he called Professor X to help hide me—kind of messed up with the hiding part, but it wasn't like he was… _using_ me. In fact, he went out of his way to make sure I was safe."

"Like I said," his aunt insisted, "I don't think he's a bad man. But he's not good for you, Peter."

Peter sighed. "What if…I mean, what if I just insist on doing the projects related to renewable energy, or something?"

"What if you just don't go?" his aunt was beseeching now. "Peter, you're a smart kid. Everyone can see that. You can get an internship anywhere. It doesn't have to be with Tony Stark!"

"Yeah but—he  _cares_ about me, Ma!" Peter pleaded right back. "I mean—he went out of his way to keep us safe!" Even Peter understood that. "I mean, he puts on a show like he doesn't get upset or hurt but why would he be any happier about calling someone like Professor X when even  _we_ aren't? I  _know_ he goes out of his way—he tried to keep me away from the scepter, and he was gonna devote all of Saturday to spending time with me, and I can't just… _ditch_ him just because he chose to be a hero!"

May leaned her head back. "What do you think a hero is?"

"I don't know," Peter did not want to get into  _that_ conundrum again, "but I know that he didn't hire me so that I could be some child soldier; he did everything he could to keep me out of it and when that didn't work he  _still_ did everything he could to keep me out of it. I just know that if I quit now, everything he tried so hard to make sure I was okay…I mean, if he decided to fire me that's one thing, but if I quit because I decided he's too dangerous to be around…that's really gonna hurt his feelings."

"If he's half the hero you think he is, he'd understand."

"Yeah but…" Peter hunched into himself, "didn't you say we could use more allies?"

His aunt looked away.

"Even if I leave Tony," Peter went on, "I have these powers and…maybe I'd need help, later on, you know."

"I know," she murmured, eyes glassy.

"Ma," Peter took her wrist. "I'll run everything by you. Like, I'll text—"

"It's fine."

"—No, I mean, really, before I do  _anything_ , I promise."

"I know, Peter."

"And besides, you know I have my spider-sense. I can tell when someone's off or something's off. I'll be outta there like _that._ "

"That's true." His aunt looked reassured by this.

Peter smiled in relief. "It's not like I'm walking into this empty-handed. I kind of do have powers. I'm tougher than I look."

"So you are," his aunt agreed.

* * *

Humans were resilient creatures, even without enhancements, and by the next day, a significant percentage (about twenty five, per Tony's estimate) of basic society was up and running again, though Midtown was closed down for inspection, which gave all the students and staff the day off. Peter joined MJ at the corner near an Indian grocery store late that morning. She was sprouting stitches on her temple.

"Oh my God," Peter exclaimed. "What happened?"

"It was just a scratch."

"From  _what?_ "

"Falling and hitting it against a table."

"Don't tell me it was when Ultron grabbed Ned."

MJ paused. "Okay."

"MJ!"

"Look, I'm fine. We're here for the Guy in the Chair."

"But you were hurt and I didn't know!"

"Please. A scratch here and there never killed anyone. Stop being a drama queen."

Peter just stared at her, feeling miserable and horrid.

"It's not like this was your fault."

"I should have checked on you when we came back to Queens—"

"Dude, it's fine. It's a scratch."

Peter swallowed.

"We're okay," MJ insisted.

"You sure you're alright?"

"Seriously, Spidey? Women can handle scratches."

Peter pouted. "I know…but…"

MJ snorted in an unladylike manner, before sobering. "Did you hear about Harry?"

"No. What?"

"It was on the news after you went radio silent, before the blackout. You know he's on life support? They're…talking about taking him off."

Peter's stomach dropped and he felt a flash of cold.

"He's currently a ward of the state," MJ went on, "since his dad's incarcerated, but they haven't tried Osborn yet so he hasn't been convicted. They're not sure what to do. Apparently it costs a ton of money to keep someone like him on whatever he's on but obviously he's a kid and…all that other stuff, and it's gonna take a while for Osborn to be tried since he's got good lawyers and everything, and meanwhile…so…."

"He's…doing that badly, huh."

"Yeah. Just wanted you to hear from…one of us, instead of freaking Flash Thompson or someone stupid like that."

"Yeah, thanks."

They got some baked goods before heading over to Ned's.

He seemed…quiet. Not the kind of bubbly, enthusiastic kid that Peter knew ever since he moved in with his aunt and uncle. He almost did not seem too happy to have MJ and Peter visit him.

"Hey, Guy in the Chair," Peter held up a bag after Ned's mother let them in.

"Hey," Ned managed to smile, which looked uncomfortable and forced, "it's Spider-Man and Pallas."

His throat was still really bruised. Peter winced as he handed one of the bags over. "Dude, why couldn't he have grabbed you by the arm or something? So uncool."

"I know, right?" Ned laughed shakily. "Man, that was something."

Unable to stand it, Peter swooped in and gave his friend a hug. Call him girly, but Ned  _needs_ a hug and Peter  _needs_ to give him one.

Guys did not hug each other very often, so he was relieved when Ned's arms looped around him in turn, murmuring, "I'm glad you're okay."

"I'm glad  _you're_ okay. I was so scared."

"You were scared too?"

"That was the scariest thing ever."

"Worse than Osborn?"

" _Way_ worse." There was no question about it. Seeing his friend in that situation was almost as bad as the night Uncle Ben died.

MJ did not hug Ned, though she did not seem to be the hugging type. Instead, she held up a pastry and idly remarked, "We should have gotten something to drink too. Might be hard to swallow."

Ned had drinks in the fridge, and they sipped on those while they munched on the desserts.

"Thanks for coming over," Ned murmured after a while. "I…actually feel a lot better now."

"We got your back," said MJ. "We're Arachne."

Ned grinned, this time genuine. "Yeah."

They sat in silence for a while, each absorbed in their own thoughts. Though MJ was relatively new to the group, somehow the long silence felt just as comfortable with her around as it would if it were just him and Ned.

They ended up watching an episode of Arrested Development that Ned actually had downloaded onto his computer—the online streaming services were not quite up yet, so Peter was glad that Ned had the foresight to keep a copy in his own hard drive. Plus, it turned out, MJ _did_ enjoy the show.

Halfway through, Peter received a text.

It was from Bobby.

_-Hey, got back to Queens okay? Sorry for not checking yesterday; renovations suck-_

_-Yeah-_ Peter texted back.  _-Guess even with mutant powers there's architectural principles and everything to consider. Are the kitchens up and running?-_

_-Those and the bathrooms, thank God-_

_-How's Ms. Munroe?-_

Bobby typed a long time before sending.

_-She's stable, I think. We have a student here, I don't know if you've met him; his name's Josh and he can heal people though he's still kind of figuring out his powers. We generally try not to have mortal injuries on campus so it's not like he gets to practice. I don't know if she's totally out of the woods yet, but people are just waiting now so I guess she's, like, not about to die any second-_

Peter did not interact as much with Ms. Munroe as he did with Dr. Grey, Mr. Summers, or Mr. Wagner. He hardly even interacted with her at all, actually. He still felt sad though.

_-Tell her I'm sending my thoughts, if she can hear you-_

_-Thanks Peter. We appreciate it; I'm sure she would too. Will definitely let her know-_

"These the mutant kids?" MJ looked over Peter's shoulder at his phone.

"Yeah. One of the teachers got shot by the drones."

MJ surprised Peter by squeezing his shoulder. She did not say why, but Peter felt comfort from the gesture.

He liked nice MJ, Peter decided. Nice MJ made him feel…safe.

"Was it the black lady?" Ned asked.

"Yeah."

"How's she doing?"

"Well, she's still alive. There's a mutant who could heal, though he's a kid like us and sort of not entirely use to his powers, so I guess she's not a hundred percent yet."

"Mutant?" MJ frowned.

"Yeah, the mutants from the Xavier Institute were helping out."

"Huh? What? They didn't mention this! And  _w_ _hy?_ "

"I…don't know actually." It was an odd thing for a bunch of schoolteachers to do, even if they had extra powers.

"No one mentioned mutants being involved," Ned frowned in confusion.

"Yeah, they wanted to stay out of it." Peter related the whole story to MJ and Ned, including his new abilities and the impulse to kite.

"Dude," Ned sighed, "why do you keep getting all these cool powers? If I had even one of them…" he trailed off and looked away.

"I don't know," Peter said somberly. "You saw Ms. Munroe. The black lady that made that thunderstorm appear? Didn't save her from being shot."

"Yeah," Ned conceded.

"There's a mutant that can make  _thunderstorms_ appear?" MJ blinked.

"They have all sorts," Peter told her. "Sometimes they have mutations that take stuff away. Mr. Wagner only has three fingers on each hand, and some of the students can only eat vegetables."

"Huh."

"Yeah."

"I am really glad you weren't bitten by a—"

"Yeah," Peter knew what she was going to say.

Ned burst into laughter, the first genuine one since yesterday. "Oh man, that would have been so totally uncool…"

* * *

Peter came home feeling better than he had since coming back from Westchester; he had not realized how badly he had been feeling until he spent some time with the rest of Arachne. There was a bizarre-looking car, one of those fancy anachronistic ones that stood out like a Roman candle against the backdrop of Toyotas and Fords, parked at the corner of the street in front of the apartment complex.

"Hey May," he called out as he entered, while musing that he should ask Tony about his opinion of such fancy but odd-looking cars.

"Hey," she called back. "How's Ned doing?"

"He's doing better. There's this crazy car parked outside, looks like one of those antique…" Peter drew to a stop.

"Hey," said Tony.

"Hey." It was so weird to see Tony in their apartment, particularly clad in a suit again, so he clashed even more with the humble surroundings. "Is…is everything okay?"

"Meh. Just wanted to check in on you. I still need you to finish your work on that AI."

Peter's eyes darted over to Aunt May, mainly because of their conversation when they were driving from Westchester. May did not react one way or another.

"Um…yeah. Oh! Were—were you expecting me today? Cuz—"

"No; if I did, I have more convenient ways of letting you know you were late for work. Come on, Parker. The internet's still messed up and texting just came back up. Our servers are as wrecked as everyone else's."

"Oh. Oh."

"I just wanted to make sure you were okay and your aunt is okay, though it sounded like you were also checking to make sure everyone else is okay."

"Um, yeah."

"Also wanted to give you some updates," said his boss, "seeing as you were involved. Norman's changed his tune."

_Norman…Norman Osborn._

"Um…"

"He's pleading not guilty by virtue of mind influence."

"…"

"He's out on bail."

"… _What?!_ "

"Well, correction: sort of out on bail. There will be a security team to make sure he remains in house arrest," Tony held up his hands. "In this case, it's a good thing the internet isn't working right, that way he can't be up to his usual shenanigans."

"How on earth did this happen?!" Peter grabbed at his hair.

"Peter," his aunt rose from the couch as Tony covered his mouth and looked down. "It's gonna be okay."

"He knows what I can do!"

"He also knows what I can do," Tony suddenly announced, taking his hand off his mouth.

Peter had never heard Tony sound like that before. Tony was all jokes and humor; even his bad humor was humor. This was absolute, serious, and yet matter-of-fact, devoid of any mirth or frivolity.

"He also knows I have a team," the man went on. "Even when I'm looking away, there are eyes on him. Peter, I know this is scary, and you didn't ask for this—this is a classic 'no good deed goes unpunished' scenario—but I am people and I have people and we're all on your side. We're not going to let him have any say in how you live your life."

Peter was covering his own face. "How?" he asked. "Are you going to have Professor X erase his memory?" He was not sure what he wanted the answer to be.

"We'll figure it out," Tony replied, "but so far Norman hasn't said anything, and we'll make sure he doesn't, one way or another. In any case, he doesn't put himself at an advantage by outing you. You were altered by one of  _his_ projects. You revealed your abilities because of  _his_ terrorism. Beyond that, you're just a teenage kid in high school who's smarter than average. Way smarter than average. And even if he had a personal vendetta against you, it's not like he unmasked some kind of superhero and revealed a long-sought-after alter ego. Plus, if  _you_ get brought into this mess, you can strike right back, and it ends up being more evidence against him. He gets no benefit from revealing you and ends up with more liabilities. He's going to keep his mouth shut, Peter."

_That's…true._

"Anyway, there's a second reason I am here," Tony went on. "Well, three reasons. The fourth is that I want to take you and your aunt out to dinner. With the gang. I feel that the Parkers have officially been inducted into the Avengers with the whole fiasco. But the second is to tell you to lay low for a while, and don't use your powers."

"…How am I supposed to not use my powers? I am literally using it right now!"

Tony paused. "The UV thing? Well, try to unsee it. Wear sunglasses or something, like you did up in Westchester. The thing is, there's a giant after the Infinity Stones, you were theoretically also looking for the Infinity Stones, and some very bad people are out there. I'm talking top secret stuff that your regular FBI and CIA agent aren't even aware of. Even my lips are sealed."

"SHIELD."

"Nope. They sort of outed themselves to you when Fury decided to shake your hand. He has no intention of letting you come to harm; he and I had a long discussion about that and we've reached a truce: you are not going to be even considered an option until you are old enough to drink."

"And after that?" Aunt May interjected.

"I got him six years. We'll figure it out as we go along. There's too much happening right now for me to account for more than six years."

Aunt May inclined her head, conceding the point.

"I'm talking about other groups. There's no such thing as the Illuminati but there are dangerous groups out there that only SHIELD knows about and only the Avengers know about. And they might show up an d try to trigger you into using your powers and then bring you to one of their labs to do what they did with—well let's not go into that, but this does bring me to the third reason I came: what the hell was with the flying thing, Underoos?"

"You can fly?" May looked at him.

 _Oh God._ Peter groaned in his head.

May looked aghast when he finished explaining. Tony just looked pained.

"That's what Storm meant," he murmured.

"Huh?"

"She yelled out that she figured out what you were doing and then did something with her hands. She must have cast that electric current to bring you to the roof. Anyway, don't kite, or balloon, or whatever. In fact, if you can just keep your webshooters deactivated at all times, that would be great. If you ever need a quick trip somewhere, give me or Happy a ring; don't swing. Professor X won't be erasing people's memories of you joyriding around town. He's got some weird moral code going on with when to use his powers that I don't really understand, but it's safe to bet that exposing yourself for no good reason is not going to persuade him to help you keep your secret. In any case, given that this ballooning business isn't a reliable way of transportation, we'll scratch it off the to-train list."

"Train?"

"Forget it. Dinner?"

Peter thought May might refuse, but his aunt, after a little push-back, gave in, and Tony took them out to the crazy car (it figured it was his, and Peter wanted to slap himself for ever being perplexed in the first place) and to a fancy restaurant.

"Also, fifth thing," he said to Peter as he pulled into the traffic, "you're coming to work as soon as our servers are up. In fact, you're coming to work tomorrow whether or not our servers are up. We need someone to help clean out the databases."

Peter groaned. "Can I bring Ned? He's the computer guy!"

Tony huffed.

"It would mean so much to him…" Peter insisted. "He was hurt by Ultron and…he could really use something good happening in his life."

" _Fine_." Tony made a show of looking put upon, though he gave Peter a particularly fond look through the rearview mirror. "I need to see if this kid's as good as you say he is. If he's not, I'm making you teach Steve how to use a computer."

"Captain America doesn't know how to use computers?"

"Define 'knowing'," Tony said with a straight face.

Somehow, even Aunt May laughed at that one.


	19. Chapter 19

**Notes for the Chapter:**

> Many thanks to avonya (Starsky) for beta-reading!

The Avengers, as Tony called them, were already at a family-owned restaurant that Tony booked. It was a shawarma place, and they were all dressed in similarly casual clothes. Captain America was in a nondescript hoodie, while Natasha was wearing jeans and a cardigan sweater. Sam was also in a hoodie. Hawkeye was in a leather jacket that he refused to take off. Dr. Banner was wearing a vest over a sweatshirt, looking about as much like a nerd as was possible for anyone. Only Colonel Rhodes was in a suit, like Tony.

"Hey!" Sam reached out. "It's him!"

"Yeah, it's him." Tony gestured to Aunt May and Peter as the others indicated three seats, clearly reserved for Tony and his guests.

The restaurant was actually fairly empty, likely due to the economy freezing. Most stores were actually closed for the same reason. Tony did not go into what convinced the restaurant to serve them in the first place, but Peter suspected it had something to do with either cash on hand or some kind of promise to pay later.

"Not as fancy as Tony's party, but sometimes I prefer the more casual settings," Hawkeye held his hand out and clasped Peter's hand. "How are you holdin' up?"

"I'm okay," Peter took a seat between Tony and Aunt May. He was already really hungry.

"Yeah," Sam raised his glass of water. "You did a great job out there! Was worried about you when the building collapsed. Healing factor sure is a plus."

"…" Peter could feel Aunt May's stare.  _Oh great._ At least his healing factor  _did_ take care of things quickly.

"So you're called Avengers?" Aunt May took a casual sip of her ice water. "What are you avenging, exactly?"

"Told you it was a stupid name," said the Captain.

Hawkeye raised his hands for some reason. "I wasn't the one who named it."

"So what do you do, exactly?" Peter asked. "I mean, I know Captain America and Iron Man, but the rest of you are kind of under the radar."

"That's kind of the point," said Natasha. "Even Steve wasn't really supposed to be known to the public. The problem was, unless we wanted him to undergo massive plastic surgery, which, with his healing factor, can go any which way, he was going to get recognized; he's all over the textbooks and such, so there was no way around it. As for Iron Man, Tony Stark's an incorrigible show-off. The rest of us are pretty satisfied with keeping on the down low."

"Where's Thor?" Peter asked.

"Gone back to Asgard," said Tony. "Was  _really_ tempted by the shawarma; really liked it last time, but he wanted to talk to his dad about the Tesseract and everything."

"The one-eyed king," Peter tilted his head. "I guess that _is_ more important. Though…there was something weird about him."

"What do you mean?" asked the Captain.

"When I saw him, there was another person, a young man. Or god. I don't know. But he was  _through_ the one-eyed king, like there were two people occupying the same space." Peter squinted as he tried to recollect. "The king himself was gray and kind of hunched, but the young man was pretty tall, kind of lanky? With really really black hair and really pale skin. Everything the king was doing, the younger guy was doing the same thing at the same time."

There was a pause.

"He was a shapeshifter wasn't he?" Dr. Banner asked Tony.

"He's supposed to be dead."

"Could have faked it. Wouldn't put it past him to try."

"You think Thor wouldn't be able to tell?" Colonel Rhodes raised his eyebrows.

"Based on his anecdotes, Thor was never able to tell," Natasha said wryly.

Though no one made a sound, Peter had the sensation that everyone was groaning. He looked over at his aunt, who returned his puzzled glance.

"Any way we can contact Thor?" asked Hawkeye.

"He yells at a guy called Heimdall before the Bifrost shoots down and carries him up," said Tony. "Would probably head to a more secluded area before trying a stunt like that. And might want to contact his girlfriend; you know how loud his voice is. God of Thunder would be better at shouting than any of us mere mortals."

"What's going on?" Aunt May finally asked.

"It's…complicated," Tony waved his hand as if trying to swat away something annoying, before turning to Peter. "You said the one-eyed king didn't actually  _see_ you, he just knew you were there?"

"Um…" Peter had the sudden sense that this was not quite correct, but could not fathom why. "That's…that's the impression I have."

"There's no harm telling them what's going on," said the Captain. "Just because they know doesn't mean they have to get involved. Besides, just in case Peter's really outed, it would be good for him to be prepared."

Aunt May leaned back in her chair, looking defeated. One of the waiters came by, carrying a large tray with their orders. The group broke off the topic for a moment as the food was being distributed.

"Seriously, the best. Only other place: Detroit. When it comes to Middle-Eastern food, anyway. Outside the actual Middle-East. Family restaurants all the way," Tony took a huge bite out of his, which precluded him from talking.

"You know Loki?" Dr. Banner asked.

"Yeah?" Peter raised his eyebrows, taking a bite out of his own shawarma—and— _Damn, that's good—_ "I mean, use to read up on Norse mythology, cuz, you know, nerd. What, did he fake his own death or something?" He blinked. "And shapeshift into the one-eyed king? Wait,  _that's_ Loki?"

Tony swallowed his mouthful with a big gulp before proclaiming, "I  _love_ this kid. I'm declaring it. It's _so_ easy to talk to a smart person."

"Yeah, but there's also…" Dr. Banner waved his head back and forth, "he was responsible for the alien invasion a few years back."

"What?" Aunt May leaned forward.

"There was some kind of family dispute," said Hawkeye.

"In Norse mythology, Loki was Odin's equal," said Dr. Banner, "but in reality, he was raised as Odin's son. He wasn't his biological son; he was the son of Laufey and Farbauti; I don't know if he's full Jötun, but he's at least half. Thor said it seemed Odin found Loki as a baby when they were fighting the frost giants—those are the Jötun, by the way. Didn't tell anyone that Loki wasn't his; Loki and Thor both grew up thinking they were blood-brothers. Shortly before the invasion, Loki somehow found out, and he…didn't take it well."

"There was actually an attack prior to the alien invasion, in New Mexico," Hawkeye went on, "that was actually where SHIELD first encountered Thor. That was the first time Loki attacked Earth, though he was technically just attacking Thor. He hated Thor's guts, for some reason, and tried to kill him. He obviously wasn't successful, but it sounded like he was lost for a period of time. The next time anyone came across him was when he showed up with the aliens in New York. We defeated him, and Thor took him back to Asgard. Supposedly, there was a subsequent attack on Asgard, where Loki died. Or everyone thought he did. But Loki being a trickster's true enough, so he could have faked it. He happened to be tall and slender, with black hair and fair skin, so Peter's description matches."

"You wanna go up to Westchester?" the Captain asked Tony.

"Don't want to bug the X-girls; and you know Xavier's gonna be sniffing around if he ever caught wind of us being up there. I'm thinking Long Island, Suffolk County, along the beaches—or better yet, New Jersey, because New Jersey sucks anyway, so if anything should go wrong…actually, maybe we could go to Florida, because who cares about Flori—"

"Guys, let's not talk about this now," Natasha sighed. "If it really was Loki, he's been posing as Odin for a while now. And I thought we don't want the kid involved in all this."

"We'll discuss this afterwards, then," the Colonel declared.

Afterwards came really quick; Tony had clearly wanted this to be a relaxing event for all of them to get to know one another, but with the news Peter delivered, no one was in the mood to dawdle. They wrapped up the dinner quickly before parting ways, though not before Tony reminded Peter to report to work after school tomorrow ("Or during school, if they didn't reopen it yet") and assured May that they did not anticipate any of these updates to affect Peter in the near future.

Peter was very disappointed by the revelation about Loki's involvement in the Chitauri invasion.

"He was my favorite character," he muttered in the back of Tony's fancy car when his boss drove him and his aunt home.

"Was mine too," Tony admitted.

"Really?"

"Yeah. Became a real turd towards the later attestations, but initially in the lore? He was so much fun. God of Mischief. What's not to like? Then met the fellow in the flesh and boy, did he stink as much as he did in the later stories."

"I still liked him despite the later attestations," Peter moped. "I mean, I hated that he killed Baldur just to spite Frigga. That was so unnecessary. But at the same time he always seemed to be…I don't know, putting everyone in their place. All the Norse gods were these arrogant…jerks. And Loki would call them out on it, and they couldn't do anything about it because he was actually kind of right. I always thought the myths thought of him more of a villain than he really was; the Vikings weren't really big on Loki's approaches to problem-solving."

"You really are a geek," Tony shook his head, his voice fond. "Can't believe you know Norse mythology so well. Kids these days barely learn Greek mythology. But anyway, don't sweat it. For all we know, could be another shapeshifter posing as Odin. Or maybe not at all; maybe the younger man  _was_ Odin, in his true form or something. Who knows? Just focus on you. You've done enough heroics in just the last week. Go do something normal for a change, whatever you kids do these days. Video-games. Ask a girl out. Focus on your _AP courses._ Leave the galactic alien god shenanigans to the professionals. And start thinking about what you're gonna do with that AI."

Peter groaned.

"Yeah, yeah," Tony waved one of his hands while keeping the other on the steering wheel, "I know. Ned or Fred or whatever his name is, but even if he turns out to be freaking Alan Turing, you still need to not suck. I can't have a Stark intern suck at programming."

Peter could only groan again.

* * *

Despite everyone's fears, the world did not end because of the persistent internet glitches, but things like school were slow to start back up. Even when things started coming online, life just did not feel the same.

He was not sure what exactly was different. It was not just that servers were still crashing, that the news was full of reports about dangerous technology and conspiracy theories; Iron Man and Captain America had not been very forthcoming about Ultron, which left a lot of unanswered questions and a lot of frightened people. Peter himself felt much less safe than he did a month ago. He had already felt unsafe ever since Uncle Ben died and it was just him and May, when he realized that he had no idea how to protect and care for her because all this time, his uncle had been the one to do that.

Mostly, Peter felt, he suddenly realized that the world did not work the way he thought it had. Obvious terrorists like Norman Osborn can still somehow work the system. Powerful people like Ms. Munroe could still be injured, even killed. It all fit together with how good men like Uncle Ben could still be touched by evil, innocents like Harry could be hurt by those who should be their protectors, and a school full of innocent kids, albeit weird, could be dismissed by the rest of humanity as so irrelevant that when a similar attack by Ultron took off a chunk of the school's infrastructure, there was not a single news reporter or helicopter to provide the breaking news that Midtown had the privilege of having. Peter did a good deed by combating Ultron with the adults, but this ended up bringing him trouble, prompting Tony Stark to visit his home to warn him to remain inconspicuous so that he would avoid attracting more unwanted attention. 

Tony was, perhaps predictably, somewhat absent in the days that followed the dinner. Though Peter did go back to the Tower, there was little he could actually do; with the servers down, everyone was mainly trying to get things back online, and Tony, of course, was far too important for that sort of thing. He did run into Captain ("Call me Steve") Rogers, who seemed to be the only one who was not fazed by the sudden rewind in technology.

"It's interesting how even virtual things are more easily destroyed than fixed," the soldier noted, when he found Peter hunched in front of a computer like every other employee at the research area. Ned ended up never coming. He did not want his first impression to be with a bruised, swollen throat, and the teen seemed depressed and anxious, so Peter had not pushed him to come to Stark Tower. MJ elected to spend some time with him while giving Peter updates via text. It was just as well, given Tony's general lack of presence these days.

"Yeah," Peter answered Steve, wishing not for the first time that he could beat the database with a club into behaving itself. It would require less finesse, but would be infinitely more satisfying.

"You doing alright, son?"

"Yeah." Peter paused. "No."

Steve looked at him.

"You ever feel like…? I don't know," Peter sighed, "like…it's all so…I don't know."

"You went through a rough week."

"It's not even that," Peter muttered. "I've had rougher weeks. Honestly. The worst day of my life was when my uncle died. It was even worse than when my parents died. I don't even really remember that time, really, because Ben and May were there and they…they did everything and more to make me feel safe."

"You don't feel safe anymore."

"It's not even that. Or it's not just that. I guess it's cuz I was naïve. My uncle mentioned this before, and growing up in New York, well, I know the world's not full of happy campers."

"'Happy campers'?"

Peter shrugged, unable to lift his own spirits to laugh at Steve's tone. "I just…thought the world was a better place. And…yeah maybe I'm being a drama queen…but it—it really bothers me."

Steve was quiet for a moment. He was dressed in a leather jacket and denim jeans. The weather was getting a little cold for that, but Peter suspected he had the same kind of super fast metabolism Peter himself had. He wondered how much Captain America ate.

"You know, when I was your age, Pearl Harbor was never attacked. The last time any foreigners invaded the US was over a hundred years ago. I was born around the time of the Great War but obviously I didn't remember anything about that. When I was a kid, we had what you guys call the Great Depression, but everyone was struggling and as kids, we didn't really feel it. I'd go hungry. So would my friends. Everyone was hungry. Now people are dying from eating too _much_. It's so strange. But it was a very different world then, I feel. We had a lot more faith in authority, I think. I remember reading about the Watergate scandal and just…that would  _never_ have occurred to me, back then. That someone like Nixon might come along in a place like _America_. After everything the founding fathers did to make sure our government was as free of corruption as possible, what with the election process and…Washington had set the example that no one else ever betrayed, and we essentially thought that we were gonna do things differently from other countries—we weren't going to make the same mistakes, we weren't going to suffer through the trials other countries suffered. 

"Decades later, I wake up and everything's all backwards. Kids spend all day indoors and no one wants to grow up to buy their own bike or make some spare change to take a girl out, because they'd rather play computer games. And they spend _real money_ on fake stuff in these games—they could have bought the real thing with the same amount of money! And then learning about nine eleven—I didn't even get to see the Twin Towers. They were built long after my plane crashed and were destroyed a good decade or so before I woke up again. But three thousand deaths— _civilians—_ on our own soil, because some guy just wanted to…make people scared? Actual military battles with  _real stakes_ and legitimate motives have fewer casualties than that, and these were  _soldiers_ _._

"And basic things we use to take for granted, like drinking water— _lead_ in  _water_ —you can't even just  _boil_ it away—it's insane. I grew up during the Public Enemy era and the radio was always broadcasting updates on Pretty Boy Floyd and Bonnie and Clyde and I use to think these people were crazy, but now I'm here in the twenty-first century and I honestly barely recognize this planet. So…yeah. I get how you're feeling."

 _Huh._ Well, if anyone would understand how it feels to, well, feel like the world had become unrecognizable, it would be Captain America. "…Are you disappointed in how things turned out?" Peter asked.

"I think I was initially, even though I didn't want to admit it," Steve confessed. "I feel like a lot of other countries are upholding American ideals a lot better than we are. It's kind of weird being the most powerful country in the world, because a lot of times it seems like we're the bad guys now, and I'm not use to it. I don't like it. But, as I've said to Sam, no polio is good. A black president is still weird, but I grew to really like the idea—feels like we are finally practicing what we preach, in a way, on that particular matter. Air-conditioning is good. Being able to listen to music in earphones, calling people from anywhere, even while jogging…these are things we wouldn't even have dreamt about, back then. There's good and bad, and as for the bad things, I think going our whole lives believing that we're better than others, safer than others, isn't necessarily a great way to live. Even when I was little, I knew that the world had problems, but things like sexism, racism, rape, the fact that black people weren't treated the same way as whites, the fact that there are places in the world where you are killed because of your religion, these all existed, and I knew that, but they weren't my problem. They happen to other people. I'm fine.

"You're a smart kid. I'm sure the fact that children are starving to death while people are dying from overeating isn't something you just heard from me. You're on the internet; there are all these posts about daughters getting killed by their fathers 'honorably', or something. The poor being exploited by the rich. Let's not even go into the mess that is Palestine—well, I guess it's Israel now—I can't even begin to understand what was going on there and what's happening now."

"I don't think anyone actually understands what's going on there," Peter muttered.

"Yeah, I'm just confused. It's another thing that—well anyway, I've learned quickly that it's just best to avoid the topic, since people get _really_ worked up about it. The point is, you always knew these things existed in the world. They just didn't matter to  _you,_ because they weren't happening to  _you_ , and so your world, your perception of it, is one-sided and in a certain light. Now you're realizing that the rest of the world isn't as far away as you thought it was. It can be upsetting, and that's understandable, but would you rather not know? Would you rather have gone through your entire life in a bubble, never realizing what the world was really like? When I was a kid, I didn't think much about how life was for blacks. It almost seemed like they belonged wherever they were, because where else were they supposed to go? Now I see Sam's face lighting up every time Obama is mentioned, and I see how proud he is and that sense of _relief_ , like he's gone his whole life with this weight inside him, perhaps shame, perhaps insecurity, and now he finally feels validated in a country he had risked his life to defend. Peter, I don't know if you realize how insane it is that we have a  _black president._ Jumping from the forties to Obama is like going into an alternate dimension!"

Peter grinned. Jumping from 2007 to 2008 had been like going into an alternate dimension, let alone the forties. "I'm sure."

"But it also highlighted how wrong it was that I never imagined  _having_ a black president before," the soldier pointed out. "When I was a kid,  _no_ one thought that would ever happen. Even black kids didn't believe that would happen. No one really wanted one either. The black kids probably did, but we didn't—and that's another thing: black kids weren't one of us. There was no reason for them to have such a low chance of being President: everyone knew the Constitution and the Declaration of Independence saying that all men are created equal and yet we _still_ thought blacks were inferior. In turn, we were pretty satisfied with our white presidents. We were also pretty satisfied with our male presidents. And that's the thing: we were content, but folks like Sam…they weren't. They look at the Oval office and it's someone else in the seat. It's not them. They had no chance of being the most important person in the nation, and their kids had no chance. That was the status quo back then. Just because I wasn't bothered didn't mean all was well.

"You get to a point where you wish things were different," Steve went on, "and then as time goes on and you live long enough, you realize what's really more upsetting is having gone this long without caring. Because you've always known, Peter. You know more than I ever did. Your generation, for all that people make fun of you guys and your habits and preferences, is probably the most knowledgeable and grounded out of all of us when we were your age. But we all make the same mistake, and that's believing that so long as we're not the ones with the problem, it doesn't matter. The problems were always there. You were always aware they were there. You just didn't care before, because they didn't affect you until now."

Peter was quiet.

"I was honestly pretty disappointed when I first woke up," Steve went on. "I didn't recognize this strange new world. I thought, I tried so hard to enlist and be strong and fight for what's right and…this was the outcome? I didn't like what I saw. People are so much more cynical now. Everyone seems to be so angry and mistrustful, and accusing each other of hurting them or trying to hurt them or planning to hurt them. It's like everyone lost their minds. Then I realized that even in my time, people were angry. People got hurt. It's just now people are talking about it, instead of holding it in. And you know what, I think that's progress. It's still America, and just like a person might be happy one day and upset the next, this is just one of society's moods. After centuries of being slaves and treated like garbage, black people are speaking up. One of them became President—I still can't get over that, by the way, I know he's been president for a while but that's just so brilliant—anyway, seeing the uglier sides of life doesn't make the good parts go away. Sky's still blue. Grass is still green. You can handle all of this, and if you can't fix a problem in a day, well, mankind's been around for some thousand years or so and these problems have always been around. Any progress you make is a little less work for the next few thousand years. As for yourself, you've got people who care about you: your aunt, your friend Ned, Mr. Genius-Playboy-Billionaire-Philanthropist—that's how he introduced himself, by the way."

"No way." So that was what that had been about the other morning.

"Well, not exactly  _introduced_ , but he did call himself that."

"He called himself a genius?" Peter could not contain the eye-roll. Never mind that Tony really was a genius; it was still really obnoxious to call oneself that.

"I know. What a tool."

Peter's phone beeped. He looked down to see a message from Tony.

_-Are you and Rogers badmouthing me over there?-_

Peter raised his eyebrows.  _-Are you spying on me?-_

_-You should know by now: I know everything-_

"Is he getting jealous?" Steve reached over. "Here here, give me the phone."

"Are you going to get me in trouble with my boss?"

"Pfft. You won't get in trouble. Give me the phone."

Peter handed him the phone.

"See, he's spying on you so he knows I took your phone."

"He also knows I let you."

Steve typed rather quickly for someone who should not be use to technology. He handed the phone back to Peter.

_-This is Steve. Peter agrees that calling yourself a genius is a faux pas even if it's true-_

Tony replied instantly.  _-I'll have you know that Rogers pressured me into doing that-_

Steve also apparently had a cell phone, because it beeped as well.

"'Stop corrupting my intern'. Ha!" Steve burst out laughing. He read aloud as he typed back, "I'll stop if you tell me where you are. I've been looking for you. Stop hiding'."

He did not read the next text out loud.

"Gotta go," he slapped Peter on the shoulder. "Cheer up, alright? Things will get better, I promise."

"Yeah." Peter smiled.

Captain America was so cool.

* * *

It was about a week later when Tony invited Peter back into the workshop. Peter had been avoiding it for reasons he could not explain; probably the same reasons Tony did not extend the invitation before.

"It's like living in a third world country," Tony declared. "I have to summon elevators myself and flip the lightswitches by  _hand_. I've basically become a Neanderthal."

Since Jarvis had become Vision, Stark Tower had been without its virtual butler. Peter had wondered what Tony had been up to considering he had his employees working on getting the servers and databases back up, but was personally uninvolved in the process as far as Peter could tell, and his absence grew increasingly conspicuous as time went on. Now he found out why: Tony had been hard at work programming a new butler.

"Are you gonna name this one JARAV?"

"Nah. This one's gonna be an upgrade over JARVIS. I'm taking hints from Apple's Siri and making this one female. I'm thinking like, Sinéad O'Connor, except less angry at the Pope. Really, just her voice."

"What's with you and these UK accents?" Peter asked, even though Ireland was not part of the UK. "Are you gonna make another AI with a Scottish accent?"

"Well if you do this right then I won't need to make another AI."

"What do you mean if  _I_ do this right?"

Tony planted Peter down in front of a computer.

"Aw c'mon!" Peter groaned. "You know I suck at this!"

"I told you: until you can write an AI that debugs for you, you're not getting out of this."

"I already have that AI I'm already working on!"

"Which is currently down because those numbskulls haven't gotten everything online yet. Get to work. Pepper's gonna order dinner—what are you in the mood for?"

"Pizza," Peter said without hesitation; he wondered why right after, but Tony apparently approved of the choice.

"Pizza it is. Ugh, normally I'd have JARVIS tell her—this is so inconvenient!"

Peter laughed behind his hand as he took out his phone to send a quick text to his aunt that he would be staying late at the tower. "So I'm code monkey for tonight then? You're not gonna let me help out with the suit?" He looked at pieces of a new model being laid out. "What kind of new upgrade are you working on now?"

"Just trying out a few things. You know I'm always trying to fit these things into small, portable items."

"What, is a  _wallet_ not portable enough already?"

"Wallets require pockets."

"What are you going to do?" Peter scrolled through the code. "Put it in some bracelets? A necklace?" He suddenly chortled. "You should put it in a necklace."

"Shortstuff—"

"No seriously, you can probably even pull it off, like you can wear a hot pink suit with a neon orange bow-tie and still look cool. Actually you should put it in a tiara—"

"I should totally smack you, you little—"

**_Beep—clack._**

"—damn," Tony pressed some button at his station. "Well, that didn't work."

**_Clack clack clack clack clack clack…_ **

Sounded like something jammed. "What is that?" Peter asked.

"Not your business at the moment. Get back to cracking that."

"But the noise is distracting!"

Peter ended up having to help Tony unstick two parts; he had no idea what it was, how it was supposed to move, or what it was supposed to do. Tony never did explain, but he did ultimately let Peter work alongside him instead of whatever new AI he was coding.

"Where  _is_ Vision anyway?" Peter asked, as they worked.

"Classified," Tony replied, in a tone that allowed no argument. "Get the wrench for me, will you?"

"Is that why Steve was looking for you?"

"When did he become 'Steve'?" Tony raised a finger. "I'm warning you—"

"You're dodging the question."

"No, that wasn't why he was looking for me. It was a personal matter. Not my story to tell."

_Oh._

Pepper joined them when the pizza arrived.

"I almost feel we would all suffer just a little less if you had allowed Ultron to do whatever he planned to do," she remarked wryly to Tony.

"Well, I suppose if dying meant the end of suffering, that is technically true."

"What would it take for you to get off your behind and undo your own mess?"

"I am hard at work undoing my own mess. I put my best intern on it, though he keeps trying to do other things instead."

"How's programming a Sinéad O'Connor AI gonna undo this mess?" Peter protested.

"Sinéad O'Connor?" Pepper raised her eyebrows.

"Just the voice, not the opinions. I've learned from JARVIS that it's best if the butler doesn't have any opinions."

"JARVIS did not have any opinions."

"He had an attitude. It's best if the butler doesn't have any attitude."

"If the new AI is intelligent at all, it will develop an attitude. You're saying you want a stupid AI that even Google and Amazon can make."

"I can  _so_ make an AI that is intelligent without an attitude. Short stuff, get on it."

"Why do I get the feeling that I'm going to be the one who's making this AI?" Peter hazarded.

"Pizza," Tony shoved the box in lieu of answering.

Peter's eyes widened. "What  _is_ this? Is it—"

"It's called gourmet pizza, God you're so plebeian. Pepper, aren't we paying this kid a salary?"

"Can I………take some of this back to my aunt?" Peter asked shyly.

"You are getting  _all_ of the leftovers," Tony announced, while Pepper laughed behind her hand. "I'm far too rich to eat  _leftovers_ , are you kidding me?"

* * *

To Peter's surprise, he ended up getting home before his aunt did, despite staying at the tower until late. When Aunt May did arrive, she was not alone.

"Why don't you come and sit for a while?" she asked someone outside, and Peter poked his head out to see her talking to a tall, blonde man who looked to be in his late thirties or early forties.

After poking fun at Tony about the accents he programmed his AI's with, Peter thought at first that he was imagining the British accent in the voice that replied, "Ah, well, I shan't trouble you for too long, but I must say I am curious, thank you."

"Come," May stepped in. "I don't know if my nephew is back yet—oh hi, Peter! You're home!"

Outside the door, the blonde man was looking at Peter. 

"This is Peter, my nephew. Peter, this is Emil."

"Hey," Peter moved forward, and managed not to react as his spider-sense began to buzz, very low, almost too low for him to notice. "Nice to meet you."

"Likewise," Emil replied, shaking Peter's hand.

"Emil helped me with the groceries over the weekend," May told Peter as she went around to the kitchen to fetch some cups. "Emil, what would you like to drink?"

"Just water, please."

"Groceries?" Peter blinked owlishly.

"One of my bags tore right through on the way to the car," May informed him. "He helped me gather everything; that was how we first met. Today we crossed paths again—just randomly. I figured you were eating dinner at Tony's so the two of us went out to dinner together."

"Oh, wow," Peter exclaimed, trying not to balk at the idea that his aunt had essentially gone on a  _date_. "Um, where did you guys go?"

"Just the café on Yellowstone Boulevard, nothing at all like whatever this is. Is this supposed to be pizza?"

"Um…" Peter blinked, feeling very off-kilter.

"They really live a different life, don't they?" his aunt remarked wryly. "Well, thanks for bringing these home, Peter. You didn't have to."

Emil was still standing awkwardly near the door, so Peter gestured to the couch. "Hey, um, welcome. Thanks for helping my aunt out."

"Of course," Emil smiled at him.

He  _seemed_ nice enough. Peter was not sure why his spider-sense was stirring uneasily. It was not like when he was with Osborn, where every fiber of his being was warning him to get as far away from the man as possible. Just a tingle, really, but there, and almost indistinguishable from normal anxiety.

Maybe he was confusing his spider-sense with his own reluctance of another man in the home? It felt kind of soon. Uncle Ben had died months ago and while Peter could go about his days somewhat normally, he still felt that absence like some part of him had been ripped out. He knew May was still grieving too, even if she did her best to hide it. There was no way she could have moved on?

 _It's just a date though._ Probably way more innocent than he was making it out to be. And again, the guy seemed nice.

"Your aunt was talking so much about you," Emil stated as the two of them sat down while Aunt May brought the water over. "I hear you enjoy science."

"Um…yeah."

"Any particular area?"

"Haven't decided, honestly," Peter admitted. "It—I'm in AP chemistry right now, but I do like physics, and I like bio. I mean, I don't know. Math, chem—only thing is probably not computer science, because I hate debugging."

"That…sounds like it would be a problem."

"Hehe, yeah. So, um, what do you do?"

"I'm a photographer."

"Whoa," Peter blinked. "Really? That's so cool! What do you photograph? Like, nature stuff? Or for the newspapers? Or like, wedding stuff?"

"Mainly nature," Emil replied. "I do some freelance photography for the others, like the ones you named, but mainly nature."

"No way! Do you work with Sir David Attenborough?"

"Sir David Attenborough?" Emil raised his eyebrows. "No, I'm afraid not."

"Ah, well, he's more a video guy than a photograph guy, I guess. If you ever want to branch out into motion picture documentaries, though…"

"Indeed," said Emil.

He seemed genuinely interested in Peter. And Peter looked at his aunt, who was unquestionably beautiful even though she was somewhat past her prime (Tony was very clear that he thought she was hot; Peter had to threaten to tell Pepper in order to convince the man to lay off hitting on his aunt), and mused that she deserved to have someone in her life who was not the troublemaking nephew she did not have to take in anyway. Emil seemed like a nice guy. If he could take care of her…maybe his spider-sense was just warning Peter that he was…about to lose her?

It was not like Peter had any right to have her all to himself anyway.

True to his word, Emil did not stay long. After he left, Aunt May sat Peter down.

"You're worried," she noted.

 _One day I will be able to hide things from you,_ Peter vowed. This was ridiculous. "I'm not worried."

"Don't lie to me. You were really nervous. What's wrong? Did you sense something about Emil?"

"…Not  _really?_ " Because it was true; his spider-sense was not behaving the way it usually did when confronted with danger, and Peter was not even sure it was his spider-sense at this point. "I guess I…I just wasn't prepared."

"I'm sorry," May squeezed his shoulder. "It was very impromptu; neither of us planned for this. It was just such a coincidence, we couldn't  _not_ take advantage of it. But if something bothers you, you need to let me know. Children have a sense for these things. Even before you became enhanced, you were very sensitive to these things. You don't have to worry about whether or not you're getting in the way of my happiness or anything like that. There is no one in my life more important than you, and your safety is my priority."

"He thinks you're hot. Everyone thinks you're hot. Even Tony thinks you're hot."

"For a woman my age, I do look pretty good," May shrugged, "and he's single too. I know he's interested."

Peter raised his eyebrows. It was a little weird to hear his aunt just come out and say that.

"I'm not a sixteen-year-old girl. I can tell when a guy is hitting on me and he was hitting on me all evening."

"And you let him?" Peter could not help but feel betrayed.

"Something about him reminded me of Ben, I guess," May admitted, "the way he had helped me without a second thought. But you're right; it's probably unwise on my part. He's not really like Ben. He's much more…well Ben was pretty reserved too, when he was young. He feels a little more troubled though."

"I don't—he's probably a really nice guy and would be really—"

"I don't care about that," May waved. "Listen, nothing's going to happen between us. It was just a dinner because it was convenient and I didn't feel like cooking for myself and we had that chance meeting. Between your powers and everything, I hesitate to bring him much closer. It's just he walked me home and it didn't feel quite right to not invite him in to sit for a while. We're both adults. We know how to assert where we stand with each other."

"I want you to be happy, though," Peter said honestly.  _Even if…_ It feels too  _soon_. Too  _raw_.

"I am happy," said May. "I'm happy that I got you. Peter, I don't know if you realize…very often I feel guilty because I had the privilege of raising you when your own mother didn't. You're just so naturally caring…and the longer I had you, the more I see other kids, the more I realize what a gift that was. Your uncle was the best man I've ever known. We were both certain you will grow to be even better, and, Peter," she took his hands, "I can't say this enough. I do not blame you at all for Ben being gone. In that situation, this is absolutely what he would have preferred. I know you still feel guilty about it, and you're hurting and you don't know what's right and what's wrong anymore, but I couldn't love you more if you were born from my own womb. Ben thought of you the same way. I know no man is going to care about you the way Ben did, and I know you are really scared of anyone even trying to fill the void he left. I am wary too. Because I don't want to be with a man who doesn't see you as the gift that you truly are."

Peter felt his eyes well up.

"I'd even," May rolled her eyes, "rather be with  _Tony Stark,_ just because he seems to genuinely care about you. I mean that is really pizza? That's pizza. This is the billionaire version of pizza?"

Peter could not help it; he laughed.

"I don't want you to worry about Emil," May went on, "because no matter how charming he might be, I have the same concerns you do. So don't be afraid, okay? I don't care enough about that guy right now to do anything that would make you uncomfortable or make you feel alone. It was just a dinner. He clearly wanted it to lead to something more. I'm not refusing, just because I'm not sure I necessarily want to turn down an opportunity to make our home even safer for you—but I also know that he can really hurt you. Any man can. So if you feel like there's anything off about him at all, let me know."

"Okay," Peter nodded.

Aunt May drew him into a hug, and he relaxed for the first time since she came home.


	20. Chapter 20

**Notes for the Chapter:**

> Thanks again to Avonya for beta'ing :)

Over the weekend, the Arachne headed out to Long Island to visit Harry. It was somewhat annoying to get to, because the subway lines did not extend past Queens, and once they actually arrived at the last stop, the streets were not entirely pedestrian-friendly; if there had been more cars around, it would have been impossible for the teenagers to reach their destination.

The security guards were a little uneasy, but they probably looked at the fresh-faced youngsters and figured that the three could not possibly be here without genuinely good intentions, though flowers were not allowed in the intensive care yet. The Arachne was allowed to keep the card though, and the bouquet was left at the main station.

Harry was covered with stuff. A black guy in scrubs sat next to a whirring machine that blood was going in and out of, playing some kind of puzzle game on his phone. Next to the machine was another machine, and there were tubes everywhere, big ones, little ones, clear ones, cloudy ones. Harry's face looked shrunken; he was never exactly plump, but his cheeks were sunken and Peter could barely make out his face under all stuff going in and out of his mouth. His body was covered under the poor excuse for blankets hospitals generally had, but underneath he had some kind of leg warmers on, also attached to wires.

Everything had wires, Peter mused.

"Is this the ECMO machine?" Ned asked, peering at the bulking thing and being careful not to touch it.

"Yup," said the black guy. "Friend of yours?"

"Yeah," Peter mumbled. "Would have visited earlier, but didn't know where he was."

"Yeah," the black guy nodded. "Horrible, what happened."

"Heard they were thinking of taking him off," said MJ.

The black guy shrugged. "I'm just the tech for the ECMO machine. Don't keep up with any of that. That's between them doctors and lawyers."

Peter looked at Harry's skin, with a pallid tone even though blood was running through his veins.

"He's dead already, isn't he?" he murmured. There was just something about him that seemed off, more so than someone who was very sick but still alive.

The tech shrugged again. "I'm not really the one to ask."

The nurse knew more, though she was also tight-lipped. "I don't know what the plans are. I just push the medications and check the drips." She was a Latina lady, and even in her scrubs, Peter could tell she had a fine figure. Her hair was glossy black and long, which she put into a loose bun that she would redo whenever she was bored. "It's kind of a mess, obviously."

"Do people generally recover when they're on this?" MJ asked.

"Honestly, I'm new. He was my first. I'd imagine it helps sometimes?" the nurse shrugged in a similar manner to the tech, who also shrugged and replied, "It's generally not a good thing to be on ECMO, but never say never."

"Can he hear us?" Peter asked.

"I always assume patients can," the nurse replied. "It causes no harm even if they can't, and it's much worse if you do it the other way around."

She left the room after checking Harry's vitals and the tech went back on his phone.

Peter reached out and took one of Harry's hands. There was some kind of tube port, though it was not attached to anything. He expected the hand to be icy cold; it was not warm, exactly, but it was not as chilled as he would have thought. The nails were long though, as was Harry's hair.

"Hey," Peter murmured, "it's me, Peter. Parker. Um, sorry it took us this long to visit. A lot of things…have been happening. Ned and MJ—Michelle Jones—are here too."

No response.

Feeling awkward, but somehow unable to stop, Peter went on, "We brought flowers but, uh, they said they weren't allowed in the unit, so we left them at the station outside. Brought the card in though; hope you like it. It's…one of those fancy ones, though…I don't know, you probably have seen better ones."

He looked up at Ned and MJ, who were looking at Harry solemnly.

"I'm…I'm sorry I didn't help you," Peter went on. "I didn't realize you…I didn't know if…well, I was really scared of your dad. Um……that's probably not what you wanna hear right now. Sorry."

It was MJ, ever the acerbic wit, who actually seemed to know what to say.

"Harry," she reached down, and as the machines were in the way, she could not reach further than his knee, so she patted it. "It's MJ. I know you must have felt very lonely, but Peter's never stopped thinking of you, and we're all here for you, okay? That's what we came here for. To let you know that there are people who care about you, even if your dad is an evil maniac. He's been arrested." She left out the fact that Osborn was now on house arrest instead of in jail. "He can't hurt you anymore. It's okay to come back, 'kay?"

Harry, of course, did not respond.

It was doubtful he ever would.

They did not stay long, for all that it took them a great deal of effort to get here. There was nothing they could really say; none of them knew Harry well, and Harry had nothing to contribute other than the whirring of the ECMO and the rude beeping of the ventilator.

 _He's already dead,_ Peter thought.  _They are taking him off because none of this has any point._ It was all appearances, done because Harry was a minor with no reliable guardian to vouch for him since his father was a psychopath. Even if Harry did not die immediately after they pull the plug, he would likely remain a vegetable.

"Hey," Ned curled an arm around Peter's shoulders, "it's not your fault, man."

Peter thought about what Captain America said. He was not born yesterday. Child abuse, filicide, these were all things he had heard of before.

_The problems were always there. You just assumed they would never come so close to you._

* * *

Meanwhile, Storm was improving, though she was apparently too weak to teach anyone, according to the X-Institute group chat Peter got added to. The students were both relieved and quite a bit bummed, because Ms. Munroe was apparently once a priestess from Kenya, or at least was half Kenyan, and she had a ridiculous history that always made her classes fun, as she would have these absurd anecdotes that others would have dismissed if she were anyone other than Storm. Peter and his aunt both agreed it would be a good idea to go see her, and because the Metro-North train line was even more annoying to use than the Long Island Railroad, they opted to drive—which might have been even worse.

It was worth it though. Ms. Munroe did not interact much with Peter before, but she had that regal bearing many African women had, and she was touched when they visited.

"Spiders are clever little creatures," she murmured when Peter took her hand; like Harry, she was hooked to various drips, but she was awake, had no tubes in her face, and there were no other machines around her. "I can see why one chose to give its powers to you. There are many qualities Tony Stark lacks, but cleverness is not one of them. He cares a great deal about you, much to his own surprise."

"Yeah," because Peter was not blind, thank you very much. "I don't know how I'd repay him. He's been so kind to me, even though I cause all sorts of trouble for him."

"You don't cause trouble," Ms. Munroe dismissed with a sniff. "Trouble finds you, but such is life. Some come into this world to live a contented life. They don't harm the world or make it less, but they also don't contribute and make it better. Others do great things, and to solve problems, you need problems to solve. The Spider chose you because you were worthy, but you are young. There is no shame in needing help. It is always a privilege to help others. Just as you did not hesitate to leap forward in defense of your brothers, others did not mind coming to defend you. Do not be discouraged."

Peter blushed; his ears were burning with it. "I don't know. I mean—thank you, but I feel like—I don't know about the Spider choosing me." It occurred to him that this might be some religious belief of hers, so he quickly amended, "I mean, I'm pretty sure I'm not really the best person for—for the task. There are others who are way better."

"You probably aren't," Ms. Munroe surprised him by saying, "but I think you will be. Life is a journey, young one. Those your age are always in a hurry to become worthy, but the truth is, there are many milestones you do not even know of in life. Our generation paves the way for yours, and try to equip you with our wisdom so you do not make the same mistakes, but a child like you cannot possibly be the best possible warrior or scholar. You should not be either. But it is always best to lay the foundations early rather than late. You gained new powers—you have to adjust to them. You gained new knowledge—you must learn to apply them. You have not mastered anything yet. But there are ways to tell that you will. You help others when they need help. Others will teach you in turn."

Aunt May brought a gift for Ms. Munroe: a blue silk scarf embroidered with water lilies.

"Oh you should not have…"

"You risked your life for my nephew. It's the least I can do."

"Ah," Ms. Munroe waved her hand, but she smiled at the gift. "Is this Chinese?"

"We visited China about three years ago," Aunt May replied. "It's from Suzhou, apparently the silk capital of China, or something."

"Well I guess they would know their silks."

The two women laughed.

"How are the students at your school?" Ms. Munroe asked. "I don't think the drones did too much damage to the school premises itself, but it must have been terrifying. Is everyone alright?"

"I think so," Peter shrugged. "I mean, no one was hurt, except Ned, and he's been…well, quiet, but we're working on it."

"Ned. He's the boy from the roof?"

"Yeah."

"Poor thing. You said Ultron hurt him?"

"Well he's a little bruised," Peter gestured to his own throat. "It's not, like, a fatal injury."  _Not like Harry._

"It's a good thing Ultron's done away with. You were very brave, Peter."

Peter felt his ears burning.

The black mutant was tiring; even Peter could tell, so they wrapped up the conversation and allowed her to rest. They countered Mr. Wagner and Dr. McCoy on their way out; the two were each holding an apple while Dr. McCoy was looking on his phone for something.

"Peter!" Mr. Wagner grinned and held up his free hand in greeting. "Hey, how goes?"

"Good. You?"

"Very good."

Aunt May used the opportunity to dig a little bit.

"Stark's been avoiding me," she revealed to Dr. McCoy, "though he could also just be busy. Still, do you know what's been happening?"

"I'm not the one to ask," Dr. McCoy said thoughtfully.

"You should probably ask Professor X," said Mr. Wagner. "It's mainly been him and Scott. I sink zey are bose here, zough Professor X might be out."

"Is Logan around?" Peter asked.

"Oh  _nein!_ " Mr. Wagner shook his head. "He left as soon as he could."

"Logan doesn't really stick around," said Dr. McCoy, "which is a real shame, because he is actually one of the most decent fellows I've ever had the privilege of knowing, for all that he pretends otherwise."

"Aw," Peter sighed, feeling disappointed.

It turned out, neither Professor Xavier nor Mr. Summers were around. Dr. Grey was not around either. The people who  _were_ around, however, were the Maximoff twins.

"Spider-boy!" Pietro exclaimed with a bright smile, and for a moment Peter forgot that the twins were initially the bad guys; they seemed so genuinely happy to see him. "Come to play with mutants today?"

That sounded really weird, Peter decided, though he understood what the Sokovian was trying to say.

"Just visiting Ms. Munroe," he told them.

"Come," said Wanda, "I make rūpjmaizes kārtojums."

"Didn't know that you two were still here," Peter remarked once he accepted that he was never going to make sense of whatever she just called that, while Aunt May stood silent and frowning behind him.

"Sestra work with Wision," Pietro exclaimed, "and I work with Sestra."

"Vision's here?"

" _Niet,_ but Professor X wants us stay instead go back to Sokovia, so we stay."

"Are they there now?" Aunt May asked. "We were wondering where they are."

"Possibly," said Pietro. "So is Stark. Whatever."

It was soon apparent that the Maximoff twins  _really_ hated Tony Stark.

"I never forget," Wanda said to Peter with a faint glow to her eyes. "There unrest already; every day, may be riot, shooting. Then bomb started. Families in parks, blow up. When we went out, no know if we will make it home. And Stark, he just wants money. No matter how he gets money, he just wants money. He businessman. He  _weapons_ man."

"He's changed," Peter murmured.

"No one change like that."

Aunt May ended the conversation after that. She seemed unhappy during the drive back.

"What is it?" Peter asked.

She sighed. "Nothing for you to worry about. I just think I'm getting too old for this."

* * *

"What kind of name is  _Emil?_ " Tony exclaimed later the next week, as something in front of his face shield exploded; it probably would have taken his face right off if he had not been wearing the shield. "Also, I didn't know your aunt is available. If I had—"

"No. Nope. Don't. Uh-uh."

"I feel like I should be offended that you find the idea so repulsive."

Peter knew Tony was actually quite devoted to Pepper, for all that he pretended otherwise (for whatever reason).

"Listen," he declared, "no one deserves Aunt May except my uncle. Not Emil, not you, not Steve, not even  _Thor_. He can take his hammer and shove it."

Tony exaggerated a gasp. "Did you just make a dirty joke? I am both horrified and proud."

"Also, I'm not sure I'm okay with this stalking thing you have going on here," Peter went on, because naturally, Peter had not been the one to bring up his aunt's gentlemanly acquaintance. "Don't you have better things to do than spy on my aunt? Like getting your own company back up and running?"

"That's Pepper's job," Tony replied, and flinched at another spark. "And for the record, I just had a program track people for suspicious activity. Chivalry in New York City? Very suspicious. If I had JARVIS I would have run a background check on this  _Emil_. People aren't that nice in the real world. Did you get any dirt on him?"

"I wasn't exactly digging," Peter scowled, "and I'm not going to help you mess up some dude's life just because you're paranoid."

"Don't you know, Mr. Potter, 'constant vigilance'."

"Hey! Not a bad British accent."

"You live with JARVIS for long enough and you pick up a few things."

"Did you make JARVIS read you the Harry Potter books as bedtime stories?"

"I should have. Would have taught him a lesson whenever he gets cheeky with me."

"Does this mean you'll be able to do an Irish accent after we finish the new AI?"

"Wouldn't know until we try."

"I'm gonna program her to say 'Top of the mornin' to ya!' as a wake-up alarm. She's gonna be the most offensive Irish voice to ever exist," Peter declared as he started looking up Irish slang. "She's also gonna be the least understandable AI to anyone who's not Irish. I didn't even know 'banjax' was a word in  _any_ language."

"I'll allow this because it's potentially really confusing for the others and therefore very funny to me," Tony stated, "on the condition that she will speak normal English sentences under normal circumstances."

"I'm calling this script 'Irish Troper'. Ooh, can I make her sing? She's gonna sound like Sinéad O'Connor anyway. Can I have her sing like Celtic Woman too?"

"That was not a direction I thought this will go," Tony remarked, "but knock yourself out. As long as you also give her a mute button when she becomes too annoying."

Peter might actually start enjoying programming if this was the sort of antics he could get up to, especially since Ned had been reclusive lately and so could not take over the coding—no amount of cajoling had convinced Ned to return to Stark Tower to meet Tony and Steve. Aunt May had encouraged Peter to give Ned some time, but that meant Peter had to do all the coding himself after all.

He might enjoy programming even after Ned is back in sorts though.

Except not, because pretty soon Peter was sick of reading the code and had to take a break. Tony provided some positive reinforcement by making him a milkshake ("You know how to make milkshakes?" "Shut up, Webhead"). Tony went on working while Peter browsed through the partially restored internet and checked his email.

There was an announcement sent out about an event in support of Harry Osborn, to be held on the Midtown campus. His situation had turned into the kind of controversy that rivaled the Terri Schiavo case, in that it was awful and upsetting and actually felt entirely pointless unless the point was to reaffirm that bad things happen to innocent people. Even Flash Thompson, the one who generally liked to pretend things like tact were not important, had been very solemn about the matter. If Harry had died for literally any other reason, people would probably not have been too bothered, but the idea that his own father and one living parent had flat out murdered him struck a chord with everyone. At least at Midtown, all of the students had relationships with their parents fitting in the range of normal. Some were closer than others, but at least no one was ever afraid of their parents. With Harry's future in the public debate, people had come to realize that Harry had always been afraid of his father. Perhaps he had been less afraid once, but that reclusiveness, the social awkwardness, and his mediocre academic performance, all started to paint a picture of a boy who came from an unhappy home with little to no emotional support, and he had been that shadow everyone ignored, present but never acknowledged, all because everyone thought Harry was too rich to have any complaints.

"Did you ever suspect?" Peter asked Tony, because Tony clearly knew that Norman Osborn did not care about his son.

"Not that he was a psychopath!" Tony exclaimed. "Until you went and messed up my walls, I didn't even think Norman was the pumpkin bomber. I just assumed he ignored his son like I would."

"Why would you ignore your son?"

"Because my father ignored me and kids generally grow up to be like their parents?"

"Your dad ignored you?"

"He wasn't exactly a great dad." Tony's voice began to get clipped, though his boss managed to press up with civil tones. "Was more interested in his work. Took me for  granted. I hated that guy and pretty much vowed to be not-him other than the rich part. Though I guess I am more similar to him than even I had thought. Howard probably should never have had kids, so here I am, no kids, and I'm probably what he would have been if he hadn't married my mom."

U made a weird noise, which neither Tony nor Peter understood, but it sounded cheeky.

"Are you saying something cocky?" Tony stared at the robot. "I can tell. I need to stop making AI's with attitude."

"I think you'd have made a great dad," Peter declared, sipping on his milkshake. "Especially if you had a daughter."

Tony was baffled. "A  _daughter?_ "

"Yeah, you'd be hilarious. I can just see it; you'd design some kind of bodyguard AI to follow her around and scare off any guy that tries to flirt with her."

"Oh. Ha. Ha."

"And if you had a son, he'd be smart like you, and you two could come down here and make things explode and set things on fire. Not that your daughter can't also set things on fire, but you wouldn't have an AI stalk a son." Peter paused, before retracting. "Actually, I take that back. You probably would."

"See, that's the sort of thing your aunt and Pepper would use as evidence that I would  _not_ make a good father. And I can't believe I'm talking about this with a fifteen-year-old, of all people. How did we start talking about this?"

Peter had to admit that was kind of weird too. "Well, just…Harry."

**_Pop._**

"Right," Tony acknowledged Peter without reacting to the sudden noise.

"If Uncle Ben and Aunt May weren't there, I'd have been in foster care," Peter hunched over his milkshake, no longer sipping it. "I could have ended up with some psycho. Now it's just Aunt May and…if anything happened to her…I wouldn't have anyone. I keep thinking about Harry lately, because…he's never had anyone, and it…it makes me really sad."

"Yeah. I've never even met the kid, as far as I remember," Tony cracked something and muttered what was likely an oath under his breath. "U, make yourself useful and come over here. How's the milkshake?"

"It's really good. Do you put crack in it or something? Because it's like, the best milkshake I've ever had." This was true. Peter had no idea what was so special this particular one, but it sure was tasty.

"Secret recipe I learned from the Falcon," Tony replied, "and no, there's no crack in it because I don't want to get arrested. Alcohol's more my thing. After legal age, anyway."

Before he left the workshop so Happy could drive him home, Tony rested a hand on Peter's shoulder.

"We're not going to let anything happen to your aunt," he said seriously, "and I know that this doesn't make things  _better_ , but I want you to know that if something  _does_ happen to her, because things can and I know it's on your mind at least some of the time, if not all the time…you do have me. You even have Boy Scout too; he's quite taken with you. And Clint's our local dad expert, since he actually has kids, and Nat's already got practice being de facto aunt to his kids, and it wouldn't be ideal, but Harry Osborn's current—that will never happen to you, okay? I know that's what's…man I suck at this, but I know that's…it's on our minds too, what's going on with him and how there's no one to speak for him anymore. We will never strand you like that. I want you to understand that."

Peter felt his eyes start to sting. He had no idea what he had done to deserve this much support from all these wonderful, amazing people.

"But under no circumstances is Steve Rogers cooler than me."

"Um, _you're_ the one paying me a salary so…"

"You are a sharp one," Tony pointed at him. "I knew I wasn't wrong about you. Now go home and get some sleep so you're not a zombie tomorrow."

* * *

_-Hey Peter, are you free this weekend? The others want to see Spectre and we were wondering if you wanna join! We're thinking of coming down to Manhattan so you don't have to come all the way upstate-_

_-Was gonna check on my friend Ned. Can he and my friend MJ come too?-_

_-Sure, as long as they're okay with sitting next to Ben-_

_-…Is he old enough to see James Bond movies? Also isn't his hair gonna…?-_

_-Kitty is rofling that you are more worried about his age than his hair. Yes, he will be thirteen. This is supposed to be his birthday present. He is going to wear a hat-_

_-OMG HAPPY BIRTHDAY! Tell him I said that. His hair wouldn't just burn through the hat though?-_

_-His hair doesn't actually burn anything. No one knows why his hair is even like that. We are making him wear a hat because it's a pain in the butt to watch a movie in a theater with a literal Torchhead sitting in the audience and anyone sitting behind him would probably kill us-_

_-Wow. What do you do about folks who look really different, like the ones with exoskeletons and stuff?-_

_-Usually the theaters here are okay. There's the occasional loser, but most know the school is here and they're NYers so they're kind of unflappable. We tend to go in groups just in case though. Sometimes we even just host a viewing on campus if enough students agree to show up, unless it's rated R or something-_

_-Your school is so cool-_

_-Lol. Let me know if you can come. Would love to meet Ned and MJ. Ben's been really homesick and would be nice if he meets some non-mutants who don't flip out at him-_

_Hm._  Peter mused briefly _Will have to warn MJ to be nice. She wouldn't be mean to a thirteen-year-old though. Not on his birthday._

 _-Will do :)-_ he typed back.

* * *

Peter ran into Emil in a froyo place. It was curious timing because he was there alone; Ned and MJ both ditched him for some kind of joint homework session in AP Microeconomics; they had the same assignment though they took the class in different periods, and apparently both were a little anxious about it. Peter, wanting a day off from Tony Stark so that he could have some quality time with his aunt, wanted to get froyo before it got too cold for that sort of thing.

"Hello," the man scooted up next to him. "Are you off to your internship?"

"Nah, gonna stay home and spend time with my aunt. Been neglecting her lately." Peter grinned up at him, even though his spider-sense still made him feel uneasy; not  _threatened_ , but there was something off about the man that he could not put his finger on. The ultraviolet colors might have helped if he had any idea what to make of them. "You?"

"Done with work. Wanted some of this." Emil gestured. "How are you two doing?"

"Doing okay."

"Just 'okay'?"

Peter shrugged. "No complaints. Going to watch Spectre this weekend with some friends. Have you seen it yet?"

"'Spectre'?"

Peter blinked. Did the guy not know…? "Um, James Bond movie?"

"Oh. No, I have not seen it."

The way Emil said that was kind of odd. He was British so Peter would think he would be  _more_ aware of James Bond, but something about his intonation suggested he had no idea what Peter was talking about.

"Heard reviews were good," Peter went on as his mind circled around this puzzle. Emil got his own froyo and the two of them ended up selecting a table by the window to eat their respective desserts.

"That is something."

"So, when did you move to the States?" Peter asked as he took a bite.

Emil seemed to hesitate. "Not too long before I met your aunt, actually."

"Oh. Uh, NY treating you okay? We're kind of known to be jerks."

Emil smiled at this. "I have no complaints so far."

"Yeah, we're sort of known to ignore everyone," Peter shrugged. "Too much stimuli. Too many people, we all just kind of shut ourselves into our own heads. Though if someone were having a cardiac arrest on the street, we  _would_ go over to help—that rumor is  _not_ true. And when the aliens attacked that other year, so many volunteers showed up to help with the rescue efforts, even though everyone knew since nine eleven that there are all sorts of health problems associated with debris. My uncle would have volunteered too, but he couldn't get out of his job and he was having back problems. May told him to just leave it for younger, more able-bodied people who don't have arthritis."

"Your uncle sounds like a good man."

"He was the best." It was odd how Peter went from being uneasy around Emil to feeling comfortable about a subject that was still so painful. "He was basically my dad. My uncle and aunt were never that well-off. I mean, they could pay the bills and stuff, but even though they've been married for years before they took me in, they didn't want to have kids because it's so much money. When my parents died, I came along and they had to feed and clothe me. Things got better later, but they still had to spend a lot of money on me. Uncle Ben never hesitated though. Always pushed to support me in everything. He had a motto: 'Money is made for spending'. Well, I don't think it was his motto so much as  _a_ motto he dragged up whenever he thought I was about to refuse something."

"Well, you're a good child," Emil remarked. "I don't imagine they'd ever regret investing in you."

Peter shrugged. "I try my best to do right by them. I don't think I can ever pay them back. Certainly not my uncle, anymore." He realized he had been talking a lot about himself, and asked, "So, what about your folks? Are they in England, or here in the States with you?"

"They did not come with me, no."

"Oh. Have any siblings?"

"Siblings? No."

"Oh! I don't have any either—well, you…could have guessed that—well, mayb—um, you know what, never mind."

Emil smirked at this and did not reply.

They finished the frozen yogurt, and Emil made to walk Peter home. Apparently, he lived rather close by, on the same boulevard.

"What is working with Tony Stark like?" the man asked.

"He's crazy."

Emil released a chuckle, surprised.

"No, really," Peter went on, "He's the weirdest dude I've ever come across. He would just wander off because he had a craving for gelato, and he has this amazing workshop at the tower where he just experiments with stuff. I've only worked with him for maybe a couple of weeks or so total, since the whole explosion thing and the drones at the school and the internet being down, but I can't even count the number of times things have exploded. I think he enjoys destroying stuff as much as making stuff; goes along with his old modus operandi of making weapons, I guess."

"Interesting."

"He's good to me though," Peter went on. "His head is just so full of ideas, I think he doesn't remember to consider other people's feelings, but he's a lot more careful around me, mainly because I'm a minor, I think. Plus, he's got cool friends."

"I'm certain he would."

"Would you like to meet him? If you're a fan I can try and find some way to bring you over. Maybe he'd commission a few photographs."

Emil's eyes were considering when they looked upon Peter. "You are always thinking of others, aren't you, little one?"

_Little one._

Peter tried to hide his uneasiness by ducking his head.

"I try. I mean, people look out for me, and they really have no reason to—no obligation," he pointed out, "and I do what I can to…well, pay them back, and deserve it, I guess. And I know how much I appreciate it when others look out for me, so maybe I can help someone out by looking out for them, you know? Because sometimes it's so hard to ask for help, or even know that you need help, and the only reason I'm where I am today is because of the good things others have done for me when I didn't even ask. I'm—I'm not  _good_ at it, but I try."

"…Well said," Emil remarked, even though Peter was pretty sure his rambling could not be considered eloquent by any means.

The remainder of their journey was silent. Emil stopped at the stairs leading up to the apartment.

"Um, thanks for the, uh, company," Peter tried to figure out how to make their parting less awkward, but ended up just trailing off with that.

Emil looked thoughtful. "No. Thank  _you_. If you ever need help, just call."

"Sure," said Peter, before heading into the building.

It was not until he reached his apartment that he realized he never exchanged phone numbers with the man.

And something about him felt very odd…

But at least, Peter reflected, this time around, his spider-sense did not react.

_That's a good thing, right?_


	21. Chapter 21

**Notes for the Chapter:**

> Many thanks to avonya again for being a wonderful beta!

Norman Osborn continued to be all over the news, as was the controversy surrounding his son, kept alive indefinitely without much hope for improvement. Peter took to avoiding what internet was coming back up so that he would not have to deal with all of that; it was hard enough to keep calm and go about his day without all the reminders.

Ned remained subdued, to the point where others in their classes remarked on it. They all knew, of course, that the crazy drones had snatched the teen right out of one of the classrooms, and his neck, though no longer swollen, still sported the sickly green and yellow hues.

Fortunately, three was a crowd, and the Arachne made for a good crowd. With MJ in the know and part of the group, the days went by more easily, and eventually she and Peter were able to convince Ned to head over to Stark Tower just to visit. They went on a Friday night, and Peter introduced his friends to the post-docs and other interns. Many of the databases were up and running by now, including the project Peter had been working on, but his own supervisor just gave him a grin and a nod when Peter asked for a little extra time to give his friends a tour.

"This place looks so modern," MJ looked around at the glass walls and high ceilings and bright lights.

"Well, duh," said Ned. "Was it like this at OsCorp?"

"OsCorp didn't look as, uh, sleek," Peter admitted.

"Wonder what's going to happen to that company," MJ murmured idly. "Heard their stocks have plummeted once Wall Street came back up."

"Stocks in general have plummeted," Ned pointed out, while Peter's heart sank.

"I don't really wanna talk about this, guys."

"Sorry," Ned quickly apologized.

He was not sure if he was allowed to show them Tony's workshop or the more private floors, particularly since Peter had been advocating for Ned and not MJ, so they ended up hanging around the main lobby after a rather quick roundabout of the facilities.

Tony had been absent, as he sometimes was since bosses could do whatever they want, so they were caught off guard when the man burst through the front doors with a group of suits, all of them talking at once.

"For the last time," the billionaire remarked loudly, "they're not the same. Two totally different entities. Apples and oranges. Ice cream and mayo. Dominican Republic and Puerto Rico. If you're still worried about it, bring him over here because fella's, you're not gonna crack this one on your own. And no, I have nothing to hand over. Look through my servers. Go ahead."

"They're encrypted, Mr. Stark."

"Well,  _yeah_. Don't tell me America's finest can't handle a little data security. No? Your loss. Thought we went over this with Apple and Snowden. I'm not giving you some universal key. If you can't break in, then get lost."

"Whoa," Ned whispered. "What's going on?"

"I think they're talking about Vision and Ultron," Peter frowned, and gestured to the others to stay inconspicuous. "Think they're asking Tony to do what the government was ordering Apple to do to the phones."

"What, create a way for the government to hack into everyone's phones to track terrorists?"

"Or something?" At this point, Tony had definitely seen Peter, but the man did not even acknowledge him, instead leading the suits away from where the teenagers were lounging. "Actually," Peter rubbed his chin, "I wonder…maybe they're trying to figure out how Tony and Dr. Banner were able to hack into everyone's servers in order to fill up all the memory, and Tony's playing hard to get."

"I'll bet the FBI and CIA weren't too happy about that," Ned leaned forward, "but…wouldn't that get him in trouble? Would they arrest him for refusing to cooperate?"

"They didn't arrest Apple when Apple was refusing to cooperate," MJ pointed out wryly.

"What if they blame him for…Ultron?" Ned asked in a hushed voice.

"I don't know."

Nothing had happened yet, and it has been a while. Tony seemed to be holding his own, and Peter had a feeling that despite everything, the government was not  _entirely_ against Tony; that top-secret SHIELD division that none of the Avengers wanted to talk about seemed to have Tony's back. Peter never got the impression that Tony was ever  _nervous_ ; he just seemed harassed.

The adults left, leaving the lobby quiet.

"Being a billionaire must really suck sometimes," Ned concluded.

"Well, being Tony Stark," Peter shrugged.

"Oh please," MJ rolled her eyes. "He can just pay his way out of everything. That's what people like him always do."

Peter recalled the Maximoff twins and felt a little awkward.

"Well it's something he could use that works," he pointed out. "So why not? But it's not like he…well, I suppose he use to have a reputation for that, but he doesn't just do whatever he wants. He's not like that."

"Well he better not be where you're concerned," MJ remarked idly, still looking at the corridor where the adults had disappeared into. "If he thinks just because you're his fanboy that he can take advantage of you, we'll have Ned make that fancy AI of his look like a five-year-old's attempt at lifting weights."

"Wow, no pressure," said Ned.

"Why are you all worried that he's taking advantage of me?" Peter scowled. "You sound like my aunt."

"Because he did, you dummy," MJ folded her arms. "Between a woman who can create thunderstorms and Captain America, why the hell were you even around Midtown when Ultron attacked?"

 _Oh God._ Peter did not want this conversation with his  _friends_  when he had already gone through it with his aunt. "I told you already. The stones. The Scepter. Ultron was after  _me_."

"Can we not talk about this?" It was Ned's turn to feel uncomfortable.

"Sorry," Peter and MJ apologized simultaneously.

Peter's phone chose that moment to ping.

 _-Hey-_  his aunt texted,  _-when are you gonna be home?-_

_-I don't know. Brought Ned and MJ here to meet Tony but it looks like Tony's preoccupied with stuff. Might leave at around seven or so?-_

_-OK, will make dinner. Have fun-_

Peter eventually got Ned to look over his codes. Ned guffawed at them, exclaiming, "Dude, what did he expect of a fifteen-year-old?" and then came up with a bunch of other quirks for the Sinéad O'Connor AI, like including a backing soundtrack every time she sang. MJ, who was even less interested in computer programming than Peter, did find the prospect of pranking Tony to be entertaining, though like the killjoy she was, she warned that Tony was, above all else, still Peter's boss, and not actually Peter's fun and rich big brother.

"You know he can totally fire you and ruin your life?" she reminded the two of them.

"There's nothing  _harmful_ about it!" Peter protested. "Besides, Irish drinking songs all sound so good. Even if the lyrics are depressing."

"You do remember that he was an alcoholic," MJ said dryly, "and probably wouldn't appreciate his numbskull intern  _drumming_ that reminder through all these songs about losers ruining their lives with whiskey."

"Oh. Damn."

Still, there were safer ways to prank one's boss, like make the AI convert to imitating Pikachu if someone were to say "Catch'em", which was sure to confuse Steve Rogers, if no one else. Ned and Peter spent way too long trying to figure out how to make the syllables sound more Irish, while MJ declared that this was the stupidest project she had ever witnessed.

"Stupid is as stupid does," Ned declared.

"…That still applies in this case!" MJ pointed out.

"I'm just gonna give her an actual Pikachu voice," Peter declared.

"Give who a what now?"

Ned practically rocketed out of the chair. "M-M-Mr. Stark!"

"Wow!" Tony exclaimed, having sneaked up behind the teens as they were googling the nuances of the Irish dialect. "Are you sure you don't have superpowers or something?"

"Would have used that against your killer robot if he did," MJ drawled.

"Whoa, way to strike where it hurts," Tony remarked without batting an eye, though the look he gave her was pretty scrutinizing. "You're the cynical teen of this group, aren't you? Because this one definitely isn't." He inclined his head at Peter.

"Someone has to have a sense of how the real world works," MJ stated, looking kind of grumpy.

"Um, hey, Tony," Peter cut in, "was just showing my friends around. This is Ned Leeds, my friend I was talking about, and this is Michelle Jones—we call her MJ."

"Hey man," Tony held out a hand to Ned, looking  _sane_ and  _normal_ for once. Ned's mouth was still hanging open, though he did have the presence of mind to shake extended hand. "Call me Tony. Thought millennials weren't supposed to have manners." He extended the hand similarly to MJ, who shook it with far more grace than Ned did. "Everything going okay at Midtown?"

"It wasn't like the place got blown up," MJ pointed out. "Ned and Peter probably got the worst of it all."

"Yeah that," Tony winced as he gestured at his own neck. "Good thing you're young. Not quite the same as super-healing, but it's something." He glanced at the computer screen. "This what nerd kids do now on Friday nights? Irish I's and A's and U's. Do I even wanna know?"

"Probably not. Ruins the surprise," Peter grinned, knowing he looked as impish as he felt.

Tony looked unimpressed. "We'll see then."

"Is everything okay? We saw you earlier."

"I know. I saw you earlier too."

"Well?"

"It's fine. Regular bureaucratic stuff. Nothing for you kids to worry about. Did Peter here give you two a tour?"

"Yup," said MJ.

"This place is awesome!" Ned seemed to recover, before falling back. "Well, of course you know that already, but, uh, yeah. Great place. Really cool."

"I try." Tony looked up at the ceiling in resignation. "It use to be a lot cooler."

"Peter said you were making a Sinéad O'Connor AI to replace the old one."

"Well, something like that, though listen, I don't want word getting out that I have an AI that can spew Irish slang—that's kind of, you know, not public knowledge, and I'd like to keep it that way. For the purposes of national security. And private security. And Peter's security."

"Oh, yeah, yeah," Ned's voice became hushed.

"I don't know about naming her  _Sinéad_ ," Tony scowled. "Need to come up with another name for this one. Anyway, Pete tells me that you know a thing or two about coding."

"Uh, I, uh—"

"Come on," Tony gestured. "Got something for you to check out. You come too, Miss New York."

* * *

Tony ended up showing Ned and MJ something that even Peter had never seen before.

"Is that a space shuttle blueprint?" Peter gaped, and then whirled on Tony. "What! I could have been working on this instead of fixing memory leaks on Sinéad?!"

"No, because I literally just finished it yesterday."

"But I could have helped you design this?"

"No, because even though you are a very smart kid, you don't have enough fund of knowledge to design anything remotely useable."

"But I could have gathered that fund of knowledge!" Peter felt so heartbroken.

"Someone's being greedy," MJ muttered.

"I thought we're no longer working on sending people to space," Ned frowned, confused.

"NASA's not working on it, because our government sucks. The private sect's been at it ever since NASA fired all their experts—where do you think they all went? Anyway, since we literally got attacked by aliens a few years back, thus proving that extraterrestrials do exist, someone's gotta work on Star Trekking, which had not made headway until today. Well, technically yesterday, since I finished this blueprint yesterday."

"Ned and I are in the same year as Peter," MJ turned to Tony. "Is Ned supposed to contribute or something?"

"Well, not exactly. You're going to help simulate the shuttle in space conditions. And," Tony paused, as if waiting for a drumroll, but there was an awkward silence instead, "you'll be simulating against _my_ program in C, while _you'll_ be programming the shuttle in Java."

Ned blinked, while Peter blinked. 

 _Wow. That's…hard._ All other things being equal, C was the fastest programming language to execute. It was a huge pain to actually program, but once the program was there, it does things at lightning speed. Java…not so much, which meant that Ned would have to figure out how to make his algorithms streamlined so that Tony's asteroids would not hit Ned's shuttle before the shuttle even registers they were there.

"Think you can do it?" Tony pressed.

"I'll figure it out," Ned shrugged.

Peter gaped at his friend. He was  _not_ use to Ned being this confident.

"You'll figure it out?" Tony raised his eyebrows.

"Uh-huh."

"Uh-huh." Tony nodded, and though Ned probably could not tell, Peter noted that Tony seemed faintly pleased. "Alright then. That'll be  _your_ internship project."

"Why are you making him program in  _Java?"_

"Cuz it's easy," said Tony, "and a good way to test how efficient he can be."

"You paying him for this?" Peter pressed, rather dismayed that he basically lost a potential help for his own programming projects to Tony's new brainchild, but simultaneously happy that his friend could work alongside him, at least. Maybe they could even help each other out, despite working on different things.

"Who am I? Kim Jong-un? 'Course I am, _but_ —I want to see you start the code first."

* * *

Ned was hired.

Because Aunt May had already started making dinner, Peter did not actually stay long enough for the actual event. He got an all-caps text from Ned, which might have been better than a phone call, given that Ned seemed hysterical even without the benefit of intonation. Peter asked if MJ was offered anything, but MJ was currently ambivalent about working at Stark Industries.

Not that surprising, considering it was MJ.

"It's gonna be so cool," Peter declared to his aunt over their dinner, "like we can go to Manhattan together now, and then come back together, it's like having a work buddy! Wait, not 'like', it  _is_ having a work buddy! I'm so pumped!"

"I'm glad for Ned," said Aunt May, though she was not as excited as Peter. "At least you'll have a companion."

"Yup!" Peter beamed. "We're gonna celebrate tomorrow. I don't know if the X-kids would mind if we celebrated this with Ben's birthday. I wouldn't think so but if they do then we can just split ways after seeing Spectre."

"Where are you going to see Spectre?"

"We're gonna look around Grand Central. They're gonna ride the Metro-North down, since that way we kind of meet up in the middle." Not  _quite_ the middle, since the X-kids had to come all the way from Westchester, but it was just easier this way because it would be much harder for Peter, Ned, and MJ to go further north in order to meet at one of the Metro-North stations. Plus, there was more to do around Manhattan anyway.

"Well, have fun," May smiled. "They're good kids. It's surprising how normal they are, considering how abnormal they are."

Peter knew what his aunt meant. "Yeah. I think much of it has to do with the school. It actually looks like a really cool place to live and study at. Minus the holes in the walls and roofs."

May nodded. "They don't do well after they graduate though."

"What do you mean?"

"Colleges aren't impressed," his aunt answered.

"That's…"  _Racist? Mutantist? What's the word for this?_ There should be a word.

"It's not  _entirely_ because they're mutants," May went on. "The problem is that the school's primary purpose is to help those who can't control their powers or who can't fit into the community because of their mutations. It's both an asylum and a rehab of sorts. Students who go to the school and are able to master their powers before they graduate get transferred in a hurry, so that they can graduate from a 'normal' school, and these students have the Xavier Institute on their transcript. They _can_ get accepted to Harvard, Princeton, Yale, et cetera, though obviously those universities are as picky with mutants as they are with anyone else. But the students who have to stay at the school all the way up to graduation—often it's because they really have no place to go—but to the colleges, it looks like they haven't actually controlled their powers acceptably to be 'released'."

"That's messed up," Peter felt his brow furrowing down. "And totally wrong. Ben's able to wear a hat all day—and even he'd have trouble because some schools have a thing against hats, but he can wear a wig or something. Other kids are totally fine, they just look really really weird. If they were thrown out by their parents, or like Kitty, whose mom is an alcoholic, where's she gonna go? That doesn't mean she's not smart enough for  _Harvard._ "

"They do face a difficult situation though. The teachers at the Xavier school may compel a student to remediate for the purposes of controlling their powers, but everyone has moments when they slip, so a few accidents wouldn't necessarily be grounds for holding a student back from graduating. No reasonable teacher will write a recommendation letter that says anything less than the student in question has perfect control of their abilities, and these colleges know that such letters are not always entirely truthful. These universities are frankly not equipped to handle young adults with superhuman abilities. Supervision is much more lax in college, because you're responsible for your own actions since you're generally in your majority, but if someone's hurt on their campus, they have to deal with the aftermath.

"Colleges like Harvard and Yale are much more vigorous in general. They're among the smartest of your generation. Kids get homesick. They get stressed. Someone like Bobby gets a psychotic break—which often happens around college time because they get stressed—and now you have an actual lunatic freezing everyone he thinks are aliens. How are colleges supposed to handle that? You need special precautions for every kind of mutant that comes in—the mindreaders like Charles Xavier who might just erase minds by accident, the folks who forget their sunglasses like Scott Summers, the ones who spontaneously set things on fire like Ben because they got angry at someone, or a test score. They want to see evidence that a student was able to cope with a normal environment for a certain amount of time before entertaining the idea of admitting them, because they stand a better chance of not causing trouble. It's not fair to the other students, who are there for a safe place to learn, for an institute to jeopardize their safety by admitting ticking human bombs. The easiest way would be to hire mutants on staff somehow, but there are apparently some logistical issues there too."

"Like what?"

"Salary. Plus, when is it appropriate to actually use your powers, and how they are supposed to protect the students from the mutant staff."

"It's not like these people lose their conscience just because they're mutants!"

Aunt May gave him a look, and Peter suddenly remembered the kids over at the Xavier institute talking about how some mutants could no longer eat animal products. Having mutations did not just add things; they also took away things. A sense of morality, self-awareness, empathy, might well be fair game when it comes to the gamble that was genetics.

"Wow," said Peter. "That's…wow." He was more glad now that Uncle Ben had been so adamantly against letting Peter go to the school. At least at Midtown, he stood a good chance of getting into a good college, and having a good career.

"Maybe that will change in a few years," May murmured. "Things change so fast these days. I can't imagine the mutants will stay silent on the matter for very long. Everyone's finding something to complain about. Mutants will do the same, and they have way more at their disposal than the gays, the blacks, your usual suspects."

"Yeah," Peter murmured, though even he felt a little disturbed by the idea. The thought of Norman Osborn and his superhuman strength nagged at him. Norman Osborn, who was currently on house arrest—but was he  _really?_ Did people know he was enhanced?

 _But Tony's on it._ Iron Man and Captain America  _both_ know.  _Surely the adults know what they're doing._

_Hopefully._

"Everything's so complicated," he muttered.

"Everyone has their own path they must walk," his aunt sighed. "Nothing we can do about it." 

* * *

Spectre actually had everyone simultaneously enjoying themselves, feeling really creeped out, and somewhat disappointed.

"The action was pretty cool," Ben pumped his fists.

"Yeah, it's so exciting when he walked through the first-person-shooter game, casually slinging a machine gun with one arm, while all the NPCs keep missing him because they have the aiming skills of Stormtroopers?" Rogue snarked. "Wow, I was quiv'rin' in my boots."

"I was nervous," Peter admitted. "He was out in the open for a while. The fact that things worked out didn't change how dangerous that was. And the machine gun—James Bond isn't the only series that violated the rules of physics. Come on."

"…Eh, fine."

"I don't know if it's Daniel Craig not having enough charisma," MJ declared, "or if the writers are just pushing the boundaries on when it's okay to bang a person, but porking a new widow and then leaving her to die is  _super_ messed up."

"That blonde psychologist is a horrible actress," Ned said to Kitty. "Who talks to their clients without even looking at them? Even if she had a ton of baggage, that's so disrespectful. I wouldn't want to go to her for any therapy."

Ned had been seeing a counselor, Peter knew, so it figured that he would notice that detail.

"The plot twist's kind of forced," John groaned. "Hans Landa was  _not_ used well and the blonde girl was so annoying that even her being hot didn't really make up for it."

"The best part was Voldemort," Kitty snickered. "I can't look at the guy and not see Voldemort."

"I don't understand why he had to seduce the widow," little Ben looked up at them. "Like, she was going to die. She was so scared. He could have just bribed her for information by promising to protect her or something."

"It's a James Bond thing," said Bobby.

"It's not a James Bond thing," MJ drawled, sounding frustrated. "There was nothing on her side that suggested she was attracted to Daniel Craig at all. The James Bond thing is supposed to be him being so seductive that women are drawn to him even if meteors were falling on top of their heads. This one is just him cornering her when she had nowhere to run and we're supposed to assume that she somehow _wanted_ that. I can't believe the thing people were worried about was her being in her fifties. How would this be better if she were in her thirties? And Daniel Craig needs to retire from the franchise. He doesn't have Sean Connery's charm and the main draw was his angsty, unsmiling, stiff upper lip. Pick someone more believable."

MJ, Peter learned, actually had a thing against Daniel Craig's version of James Bond. Why she even agreed to watch Spectre at all was beyond him, but even now, there were things MJ did that puzzled him and Ned.

"Who would you pick instead?" Peter asked. "Henry Cavill?"

MJ paused for a moment. "He's definitely better than Daniel Craig, but I think it's time for a black James Bond. The white ones are so old. Literally."

Kitty whistled. "Girl! Way to up the stakes! I like!" She and MJ exchanged a high-five; those two got along better than Peter could ever hope for, which was both somewhat predictable and totally terrifying.

"Skyfall was better," Rogue remarked. "I thought having Hans Landa was going to make it so good."

"I know!" John exclaimed.

"Skyfall made James Bond gay," Ned chuckled.

"Skyfall didn't make James Bond  _gay_ ," John sputtered.

"That scene was  _amazing_ though. Daniel Craig even cracked a smirk. He was totally into Silva."

"Daniel Craig does smile as James Bond," Bobby waved his hand at the others. "You guys exaggerate too much."

"I liked Voldemort as M," Kitty elbowed Peter. "I think the next James Bond movie should feature him going to Hogwarts."

"The problem with Daniel Craig," MJ argued with Bobby, "is that he doesn't look like he enjoys being James Bond. He's always mopey. Other James Bonds look like they love being James Bond and they love doing James Bond things. Daniel Craig literally looks like he got forced into playing a facade."

"You gotta admit, though, that scene with Hans Landa at the Illuminati table was pretty awesome," Ned said to John.

"Where he literally said nothing and you couldn't see his face? Why would you hire Hans Landa for that? Anyone can sit in the shadows and not say things and be silently menacing." John held up his lighter and flicked it on.

"Whoa!" Rogue called out, ever sensitive to the threat of choking on smoke. "Put that out! Sugar, you ain't the Jew Hunter no matter how you throw that fire around."

"What's that supposed to mean?!"

"You're too sweet!" Rogue ruffled his hair, careful not to touch his scalp. John, who looked like his hackles were rising for some reason, deflated at this.

They continued to talk about Spectre and comparing it to other James Bond films while on their way to get fro-yo from 16 Handles, having fun jabbing at the movie they just watched. It was good enough that being able to talk smack about it with friends made the whole experience entertaining rather than a waste. Ben, the birthday boy, looked like he was having a good time. He seemed to take particularly to MJ, who kept her acerbic barbs from him and directed them mostly at Daniel Craig and Peter himself, much to the young teen's amusement.

Well, MJ  _is_ pretty, in her own way, Peter decided. Well, not just in her own way; she was flat out pretty. She just did not doll herself up the way other girls would, but that natural look had its own appeal. Plus, she was smart, and she was funny, even when she dismayed others.

"What are you looking at?" MJ scowled at him.

 _Oops._ Peter had been staring. He felt his ears heat up. "Nothing. Just, uh, thinking."

16 Handles had a television screen next to the counter that was showing the news; something weird apparently happened in the Himalayas a couple of hours ago. Ned and Kitty were watching intently while Bobby and Rogue appeared to be arguing about something that sounded kind of personal and awkward. Peter turned his attention to the television to avoid that business.

"Whoa," said MJ; she had started watching too. "A whole section of the range just  _shifted?_ "

It sounded like a part of the mountain range was displaced, for lack of a better term, which had a rippling effect toward Nepal and China. One side had a 5.3 earthquake, while the other had a 4.7. Those, while significant, were not concerning in and of themselves, except the earthquake was  _still_ _happening_ , and apparently growing in severity.

"Think that's a mutant?" Bobby asked Kitty quietly.

"Maybe. Could be something else though."

Peter looked away and reflected on the bald lady he had seen in one of his visions. She was very fair and looked white, but her surroundings looked, well, Himalayan.

 _Could it be?_ It was not like Peter knew what Himalayan surroundings actually looked like, but something in his gut twisted when he looked at the screen again.

To his side, he felt MJ's eyes watching him. He deliberately avoided them to focus on his fro-yo.

* * *

The first day at Stark Tower with Ned was a lot of fun, even though Peter and Ned worked on separate things and did not have much time together when they actually got there. Tony's new AI had to be put through a series of brute-force tests to ensure it could withstand them, while Ned's program required looking up current knowledge of astrophysics. Peter was also charged with learning fluid mechanics as quickly as possible, something that was easier said than done when he still had Tony's AI to work on, and limited time to spare.

Tony was nowhere to be seen, again, which Peter assured Ned was not unusual. The two spent the trip home from Manhattan discussing Tony's arc reactor, a little more about Spectre, and Rogue's white bangs. By the time they were out of the subway and navigating the Forest Hills neighborhood, the conversation had diverted to the prospects of mutants in Hollywood.

"I mean, I'm sure they can do stunts," said Ned, "if you select the right mutant. Kitty can just phase through whatever to avoid getting hurt. And then you also wouldn't need any special effects to do magic tricks."

"There's a thought," Peter laughed.

They reached Ned's home first.

"Hey man," Ned turned to him, "thanks…a lot."

"Hm?"

"I mean," Ned looked down with his hands tucked into the pockets of his jeans, "today was fun. And I'm doing something that's…meaningful. Not just the sort of thing they allow teenagers to do to pretend we're actually doing something. I wouldn't have this opportunity without you."

"Hey," Peter reached out, "you're my Guy in the Chair. We're BFFs."

"Yeah," Ned laughed. "Still, thanks, Pete."

"No sweat."

To Peter's surprise, Aunt May was not home when he got there. Instead, there was a letter on the counter, in her steady handwriting.

 _Hey Peter,_ it said,  _headed out with Emil Nalsson._ The next line was a phone number, and the one after that said:  _Going to Aeheli. May be out a while, but call my number or his if you need anything. Love, May._

A little worried, Peter texted her. Luckily, she texted back.

_-I'm fine. Emil's the one out of sorts. Might be a while. Need anything? Was hoping Tony would feed you. If you want, you can come join us-_

_-He's out of sorts?-_ Huh.

_-Got robbed in Jamaica. Had to walk back because they stole his wallet. Good thing they didn't steal his phone-_

Peter winced. Queens was a safe borough overall, but Jamaica was one of the more dangerous neighborhoods. Sounded like May took Emil out more for comfort than anything—Aeheli  _was_ a comfort food restaurant. That did not seem like the sort of thing a teenager ought to butt into, even though he was very hungry.

_-Ouch. Glad he's well enough not to have to go to the hospital. He report this yet?-_

_-Already filed with the police. Canceling his credit cards. Just shaken up-_

_-Well, hope he feels better. I have hw so won't join you-_ He could find something to scrounge up in the kitchens, Peter was sure.

 _Emil Nalsson._ Weird last name. Of course, this was New York, and at least this one seemed to be one Peter could pronounce without totally butchering it. He did have that kind of frailty to his figure that would entice robbers; very thin, though tall. Hopefully he did not have a lot of cash in that wallet.

Peter paused as he nibbled on some almonds, and then went to his laptop.

There was no one named Emil Nalsson when he did a google search, which was odd, because Peter would expect a photographer to have some kind of online gallery to showcase his photos. There were Emil  _Nilsson's_ , though none of the photos looked like Emil and none of them were photographers.

Suspicion coiled in the back of his brain.

He called Ned.

"Yo," he said to his friend, "I hate to do this but, uh, I need a favor."

_"Sure. What's up?"_

"I need the Guy in the Chair sort of favor," Peter clarified. "Think you can do a background check on someone?"

_"Uh, sure. Who?"_

Peter spelled out the name. "Also got a phone number that's supposedly his." He recited the numbers.

_"'Supposedly'? You don't think he is who he says he is?"_

"Might be paranoid, but just have a weird feeling."

_"Spidey-sense?"_

"Not exactly. Don't go digging  _too_ far; I don't think this is worth getting in trouble for, but I just find it weird, that's all."

Ned took a long while to reply, though Peter heard the sounds of his breathing and keys clicking on the computer.

_"Not getting any hits on Emil Nalsson. Got hits on an Emil **Nilsson**. None of them living on Yellowstone Boulevard, though the servers are still coming back online and things might be out of date. Number's definitely a burner phone though."_

_F._ "Thanks, Ned."

_"What's going on?"_

"I'll tell you later. I gotta go."

He swung there. Aeheli was a cozy Indian place that served tasty dishes that were probably not healthy, but that, was probably the point of comfort food. He could see his aunt and Emil through the window and walked in after tucking his webshooters under his sleeves. At this hour, there were actually quite a few people sitting around, though not as many as there would be on the weekend.

"Peter!" Aunt May beamed when she saw him, but looked a little puzzled. "Thought you weren't joining us, honey! Come here, have a seat."

Emil turned his face, revealing a cut under his eye and a little swelling over one jaw. Peter almost drew up short—he  _did_ look kind of hurt, and sort of shaken—but oh well. Not like he stormed the restaurant accusing Emil of being a fraud. He was just here for food. And to keep an eye on his aunt. And her wallet.

"Yeah, sorry," Peter gave Emil a shy smile, "um, no food at home. Well, I couldn't resist Aeheli." Just in case Emil had been in the kitchen to see how stocked they were when May wrote her letter; which he very well might have.

"Not a problem, sweetie. Emil, you remember my nephew."

"Peter," Emil smiled slightly. The expression looked like it should hurt, but the man did not react to it. "How was school? And the internship?"

"Doing well. Just came back from the internship. Heard you got jumped. That's not cool."

"Ah. Well." Emil shrugged.

"What were you doing in Jamaica?"

"Running an errand."

"Taking photos of the wilderness that is the neighborhood?"

Emil snorted. "No." He raised a hand to summon the waiter. He and May already had their dishes, so Peter had to order his own. "Do you need a menu, or do you already know what you want?"

"I know what I want."

Ned texted, and Peter ducked his head to hide his phone behind the table.

_-Did a little research. Emil Nalsson should be some kind of Swedish or Icelandic name. These places use patronyms or matronyms rather than family names bc they're weird. Nalsson would mean son of Nal or son of Nals. No one's named either-_

_-K-_

_-Closest I got was Nal with an accent thingie over the a. Means needle in Nordic. Was some alternative name of Laufey, Loki's mother-_

Peter felt the blood drain away from his face.  _Sh—_

The waiter brought over a mango lassi and set it in front of Peter, interrupting the panic attack before it started.

"Is everything okay?" Aunt May asked.

"Oh, um, yeah!" Peter clicked off his phone. "Um, just…school stuff. Ned was, uh, just telling me this detail about a homework assignment that I  _totally_ forgot about."

"Oh. Do you need to get your food to go?"

 _Your_ food? That meant May wanted to stay, which meant Peter would be leaving her  _alone_ with—"Um, no, that's—that's okay. It's…it's not a big deal. Just kind of a surprise, that's all. Should be fine."

Peter's phone beeped. He glanced down at it, but the blonde man suddenly snatched the phone away. It was so fast that, even with Peter's enhanced reflexes, he did not react in time.

The man looked at the phone leisurely, as if grabbing someone else's phone without their permission were a totally normal thing to do. Peter could sense his aunt's growing alarm.

Loki did not read Ned's message aloud, but his smile was nothing like the ones Peter had seen before.

"Why don't you get your food to go," he looked at Aunt May, "and  _you_ can box yours, and I will walk you both home so we don't waste any more time."

**Notes for the Chapter:**

> Hope you appreciated the reveal, especially those of you who guessed it (kudos!)


	22. Chapter 22

**Notes for the Chapter:**

> Sorry for the long wait, guys. Life's been nuts. I hope this chapter's not too disappointing!

"The day I can't tell when a fifteen-year-old mortal  _child_ is lying to me," Loki sneered, "is the day I renounce my title as God of Lies. You do have individuals with the talent, but you are not one of them."

Loki was taller and more slender than his false form, which was already willowy. His skin seemed even paler, though this might be because of how black his hair was. His eyes were green, and reminded Peter of a cat.

Peter was afraid to even move. Aunt May sat next to him on the sofa, as Loki had directed, while the Norse god strolled around their apartment leisurely, opening drawers and picking up photos of Uncle Ben, touching mementos that civilized guests would only look at, moving things around. On the television, the news was still reporting on the ongoing earthquake in Asia streaming from the Himalayas, with the number of casualties mounting up past three hundred. Every once in a while, Loki would glance at the screen and hum, as if the disaster were a curiosity rather than a devastating event.

Aunt May had her arms wrapped tightly around Peter's middle, pinning one of his arms against her. She had to be just as scared, but her presence felt steady. She curled her fingers to hold Peter's free hand, perhaps to prevent him from doing anything rash.

"Benjamin wasn't as smart as Richard," Loki noted. When neither Parker answered, the god turned to May. "Was he, May?"

"That depends on what you mean by 'smart'," Aunt May replied with an even voice. "He didn't pursue academics the way his brother did, no."

"Mortal academia is a sham, at any rate," the god turned away to remark. "Barely any knowledge to speak of, and libraries of nonsense."

After browsing through the living room, Loki came over and sat down across from them. "Well," said the god, "where shall we go from here?"

Even sitting, he was intimidating, and it was all Peter could do not to cringe against his aunt. Both Parkers were silent.

"Believe it or not," said the god, "I did not come with the intention of disrupting your quaint little lives. I came for a much greater reason. I admit, I am impressed. I did not expect the little one to identify me so quickly. You are most unfortunate."

"So we can't just both forget about this?" Peter blurted out. When Loki merely cocked an eyebrow, Peter wilted. "Figured I'd ask."

"I can just wipe your memories," Loki murmured. "It's a simple trick. But I think, instead, I shall take this development as an opportunity." He leaned back. "Not every day I come across a mortal so clever and generous—'tis usually one or the other. 'Twas no wonder the Mind Stone took to you; you're a singular character, Peter Parker. In the days of yore, I would have shielded you from the plagues of the time, just because your mind is a wit quicker than those around you. Of course, curiosity is not without its failings, as we have witnessed today. Compassion is similar." His green eyes flickered to May. "I do not need to review the depths of your loyalty toward your beloved aunt. Everyone in this room knows. I admit, it is quite touching. A woman raises a child not her own, and even gives up a chance at her own flesh and blood whilst doing it."

May's hand tightened around Peter's, while Peter's stomach dropped lower in dismay. It was one thing to suspect, on his own. It was another to hear it out loud.

"How very noble." Loki looked to the side. "'Tis the noble ones who are most fun to crack. Peel away the layers and you see the rot they share with everyone else—but that is not what will happen here, is it? You two will die for each other, and for the greater good; one or the other. That is not as entertaining, but at least it will be useful for my purposes.

"There are three Infinity Stones in Yggdrasil. One is with me, and because I already have one, I cannot handle the others. I do not have the power to master more than one stone. Few beings in the universe, if any, can—even with the vessels that protect the users.

"But spiders—I always did like spiders. Such simple little creatures, and yet with so many tools at their disposal. Venom. Silk. And such ingenious ways of using each. They are the great wolves of the undergrowth, laying traps and ambushes—and utilizing the traps of others, which is where you come in. See, whatever is within a spider's web…is also within its influence. So long as your web touches it, you can manipulate it. You do not have to possess it directly."

Loki raised his right hand, and the blue cube materialized, bright and glowing, casting the rest of the room into darkness, even though the lights were still turned on. Loki's face looked eerie, painted with shadows.

Peter felt a tug on his navel.

"Felt that, hm?" Loki smirked. "I moved it from its usual hiding place, to show it to you. Asgard is quite a ways from Midgard. 'Tis no wonder you feel a stretch. Fear not." The cube disappeared, and the room turned back to normal. Peter's belly eased. "That is merely part of your abilities. See? All fine and dandy. I shall hold onto this one, obviously, but I need you to collect the others. You have already started, somewhat, with one, and the other…suffice to say, it will be on its way in due time."

"He's just a boy," Aunt May murmured. "It—"

"Oh, all of you are," Loki dismissed. "Fifteen, twenty-five, do you really think that matters? Think of yourselves as…hm, mayflies, if you would. Your lives are so brief that it hardly matters what time of your life you're in. All that matters to me, is that the Mind Stone has given you its favour, and paired with your unique characteristics as a spider, that makes you especially appropriate to the task."

"You want me to bring the stones to you," Peter whispered. This felt like Norman Osborn all over again.

"No," Loki smiled unpleasantly. "As I said already; I cannot handle more than one. You will handle them in my stead. You already claimed the three on Yggdrassil, though _this_ one belongs to a far bigger trap than yours. The remaining three, on the other hand, need to be ours before they are claimed by someone else, and that requires an adventure, as my false brother would say. Oh, don't be so dismayed. Resourceful as you've shown yourself to be, I daresay you have a good chance of surviving the task. If not, then you may be privileged to enjoy the wonders of Valhalla—I'm told they are quite extraordinary."

"And if he refuses?" Aunt May whispered.

"Oh," Loki said sarcastically, "well, I suppose I will have to figure out some creative way to torture the both of you until you give in. Whatever shall I do? Let me see if I can derive any inspiration from the past ten centuries! My darling, he won't refuse. Besides, this is all for a heroic purpose, as you should already be aware, and he is the heroic sort. Yggdrasil is not the only tree. What lies beyond are all sorts of beings. We are just privileged to have three of the six Infinity Stones in our grasp. We once had four, but we shan't go into that; I intend for us to eventually claim all six. You want all the stones at your disposal when facing the likes of the Mad Titan."

"I don't know how to 'claim' them," Peter protested.

"You will learn. There is someone who can teach you. Granted, she's a bit preoccupied at the moment, but she will teach you, because she knows she has to, just as you know you have to learn. And, just to make sure you are properly motivated—" something swirled in Loki's hand, and next to Peter, Aunt May glowed in a myriad of colors.

"No!" Peter cried out, when pure, bright white light flashed.

He knew what had happened even before his vision returned and was already begging even as purples and greens and yellows continued to swirl in his eyeballs.

"No, no, please, no, don't hurt her, I'll help you, I'll do anything you want, you don't have to hurt her—"

"Oh I have no intention of  _hurting_ your pretty little aunt," Aunt May's voice replied. He felt hands like hers rest on Peter's head. "I just need her out of the way. She's a little too smart for our purposes. Women often are."

For a moment, Peter was paralyzed with horror, even as his vision returned. Aunt May appeared to stand before him, wearing Loki's smirk and piercing, cold stare. Next to him, his real aunt had vanished.

"Of course, what I intend to do, and what I actually do, don't always coincide." The god wearing his aunt's shape bent forward at the waist to look at Peter in the eye. "Luckily, you have full control over that. I hope I'm not being too subtle. Sometimes I overestimate the intelligence of those I'm with."

* * *

Loki had Peter send Ned a text reassuring his friend that everything turned out alright. Then, Loki made Peter leave his phone on the bedside table in his room. "Your overprotective boss tracks your phone," the god remarked idly. "He actually has quite a lot in common with Odin."

Peter had no idea how Tony Stark would be similar at all to the King of the Norse gods, but he was not in the state of mind to inquire.

Then Loki did something which caused Peter's navel to tingle, and they were no longer in the apartment. Instead, they emerged in a room that carried a hue of something between green and blue. It was eerily quiet, and the air was cold. The hairs on Peter's skin prickled as his spider-sense buzzed faintly with unease.

There were displays in what looked like glass cases, like something out of a mad scientist's lab. Skulls of odd beings perched on stands. Bizarre-looking creatures were suspended in fluid—they were obviously dead, and carried the same brownish tint of specimens in medical museums. Others, though, might be alive; there was one humanoid-looking alien shackled with cuffs around the wrists and ankles and some kind of circuit going into the head. There were also what looked like alien tech.

Loki, still in Aunt May's shape, but now clad in robes of green and gold, lifted a finger to her lips.

"Hush," she whispered, "or he'll collect you as well, Spiderling. Now, we need to locate the Aether first, before bringing that back to Midgard, but we can't have the Collector catch wind of us. He is far older than he would have you believe, and has powers that even I don't fully comprehend. Suffice to say, though, old beings have a funny way of thinking, and it's better if he doesn't know we are here."

Loki reached out to take Peter by the wrist. "The Aether is quite an intriguing specimen. I'm interested in seeing how you web that one up."

"What's the Aether, and where are we?"

"An old mystery," Loki replied, "older than the Nine Realms, and has the power to undo us all. From Odin's notes, it is likely an Infinity Stone. My guess is that it is the Reality Stone."

"Reality Stone?"

"Mm. Like the other stones, it does have an imitation of a conscience. It is very powerful, but also very dangerous; it likes to bond, you see, to a host, and in so doing, consumes him and those he touches. With a stronger master, it can make anything its opposite: dark into light, light into dark. It may have other abilities, but if they've ever been used, that was before Odin's time, or even Bor, his father." Loki suddenly pressed Peter back behind one of the cabinets just as faint footsteps echoed down the eerie hall.

 _"Still no sign of the Asgardian usurper?"_ a male voice remarked.  _"It's been some time."_

 _"The Crown Prince was never as clever as his brother. You should not be so surprised,"_ another male voice replied.

_"Pity. A being like that, who can shift forms so easily—my brother would have liked to have had him in the arena. Should make for great entertainment."_

_"I doubt his methods are the sort the Grandmaster appreciates."_

_"On the contrary. Bulk and brute force may be satisfying when short and quick, but there is a place for strategy and wild angles. My brother likes variety in his shows; he must appeal to a diverse audience, after all."_

The voices were approaching, as were the footsteps. Loki pulled Peter close, brows pinched in concentration.

 _"He'll have to turn up eventually,"_ said the first male voice.  _"The Allfather nears the end of his term, and with his death, the bonds of his great Shame will break free. Silvertongue will reveal himself in time. I'm more concerned about the latest disruptions among those little mortals on Earth. They haven't been particularly impressive until recently. First Starlord, who is only half, but then of all places, Thanos chose to target_ ** _humans_** _. Their defenses are quite formidable too, despite their short lifespans, and the Norns point to a single young one who is at the center of all this."_

_"The Spider in the Web."_

_"It's all very wrong,"_ said the first male voice.  _"A century is hardly long enough to do anything, and yet everything is happening there. I suppose the Time Stone has something to do with it; perhaps time moves fast and they grow fast. Ah, yes, here we are,"_ and the footsteps came to a stop.

Peter peeked over. There was an olive-skinned humanoid-looking figure, dressed a little bit like a frequent flyer at a strip club, or maybe an owner of one. He had pale white hair and a tacky fur-lined cape, a dark red leather vest, and white gloves.

"You can place the specimen here," said the strip clubber. "I think that will go along well with my latest acquisition here. Twenty-third model Escalon Varius—and final model; the planet it belonged to got sucked into a black hole when they became a little too enthusiastic with their core belts."

"Ah, very nice. Thought those were all lost—how fortunate that you managed to procure a model, Tivan."

Tivan turned around. His eyes were odd and unfocused. Peter wondered if he just came back from a drug rave. At the strip club.

"Ah, you should know me by now. Black holes are hardly a challenge, and this is not the first time a realm made unfortunate choices that led to its own demise."

"Point," said the second voice, the owner of which Peter could not see. Something was set down on the floor. "Well then, pleasure doing business with you, Collector."

 _Wait. **That's** the Collector? _The Collector was some stoner dude dressed like Cruella de Vil? Peter glanced at Loki, who gave him a warning look.

"The pleasure is all mine," and footsteps followed.  _"Come, I shall accompany you out. It is always good to see an old friend."_

_"Indeed, and your museum grows more and more impressive with each visit."_

_"Ah, you flatter me…"_

As their voices died down, Peter whispered, "Wow, he really needs a makeover, and this is coming from a teenage nerd."

"He's old." Loki tapped her own head. "These things don't always fire right in older folks, but that does not make them any less dangerous. The universe does not revolve around you simple humans. Other beings across the galaxies have their own rules and customs. Tivan simply does as he wills, and this is what he chose. Now, we have to find the Aether."

Finding this Aether was not difficult; Loki knew what it looked like, and it was merely a matter of browsing through the Collector's disturbing displays. There was a Frost Giant in one, far taller and broader than even Thor. Loki paused in front of it. She was still holding Peter by the wrist, and her grip tightened to the point of pain. Peter tugged on Loki's arm, which had the Trickster God turn her head to look at Peter. There was a clouded look in her eyes, but this faded as they concentrated on the teen.

The grip relaxed, but it was strong enough to leave bruises. Loki silently switched to clasping Peter's hand properly instead.

Somehow, that felt like an apology.

The Aether, for all that it was supposed to be powerful and destructive, was in a rather unimpressive-looking box. Peter was reminded of how uninteresting Mjølnir had looked, and wondered if this was perhaps how things were supposed to be.

"No doubt these things have an alarm," Loki warned. "You can't just break in. Fortunately, the Collector's Museum isn't meant to thwart the efforts of the Space Stone. Web it up and bring it out, but do  _not_ let the box open."

In a flash, the Tesseract was in Loki's hand, but all at once, something green spiraled down. Pain stabbed into Peter's navel as it swooped onto the Tesseract and swallowed it.

"Peter," Loki barked, "get it back!"

"I had wondered what you snuck in for, Silvertongue," the Collector stepped down from the opposite side of the room. The green light disappeared from Loki's hand and flashed in the Collector's. The cube hovered above his white gloved hand. "I had my suspicions, but it's always nice when you're proven right."

"Peter," Loki hissed.

"What do you want  _me_ to do?" Peter exclaimed in disbelief.

"Ugh," Loki growled, and then her hand gripped the back of Peter's head. Something seemed to worm its way into his  _brain_ , curling in like spikes.

Peter screamed.

* * *

The great tree spanned with its nine branches. He inspected his web. One was tugged, far, far out, beyond the reaches of the tree. The elastic silk kept it intact, but it was distorting the trap.

Beyond, he saw the face of the giant, chiseled chin and arctic blue eyes, but the giant was not looking at him. Not right now. Instead, those cold orbs were focused somewhere else. Something was flying amongst the other trees.

Behind him, a slender, blue being, with red eyes and black hair, gripped at his wrists. Cold fingers, covered with glowing white runes like embroidered tattoos, manipulated his fingers around the distorting silk and compelled him to pull.

Peter did so. Silk is strong. For all that it seems soft, it is far more lethal than any steel.

 _ **Who are you?**_ A male voice asked. It sounded vaguely familiar.

The blue being continued to make him pull. Dark green sleeves, rimmed with gold, brushed against his arms.

**_Let the boy go._ **

_Not until he does what must be done._

With the thought, a stream of memories, fast and incoherent, washed over him. The orchard, with the golden apples, his tall brother running ahead, laughing mockingly as he struggled to catch up. Volstagg's belly heaving.  _Of course you lost,_ the burly boy exclaimed,  _you always lose!_ He wished vehemently that Thor would not insist on winning all the time, that he would let his little brother win, just a little, just enough to make those games fun instead of heart-wrenching. Fair-haired Sif, remarking idly that gold looked better than black, while Odin's one eye veered away to look over the Nine Realms, his mind always elsewhere. Always something more important, more precious than his second son.

No. Not his son.  _I am **not**_ _ **your son**._

* * *

Peter's hands raised up without his will. He blinked with a mental effort, and all of the sudden, the Tesseract was back in Loki's hand.

"You are getting slow with age," said Loki, haughty voice with an undercurrent of surprise. "I'm actually somewhat disappointed, but ah, no matter. Hasn't it been a while since you saw your brother? I always am of the thought that there's no time like the present. Goodbye now."

A portal exploded right where Tavin stood, and then he was gone.

"Should have done that at the very start," Loki muttered, while Peter crumpled to the floor, body shaking with tremors. "Didn't expect that to be so easy, but I suppose that is why the Infinity Stones are so valued. In any case, he should be no concern of ours for the time being. Powers he might have, but space is quite big. It will take him a while to arrive in place to do whatever he intends." He glanced back at the box holding the Aether. "Well, I suppose discretion is no longer needed." A scepter, similar to the one bearing the Mind Stone, materialized in one hand, and she knocked it against the glass.

It did not break.

"Hm." Loki peered at the case, tilting her head. "I suppose the Tesseract is necessary after all." She then looked down, where Peter was still trying not to swoon. "When—"

She abruptly swooped down just as Peter slumped further. An arm hooked underneath Peter's armpit.

"What is it?" Using Aunt May's voice, Loki actually sounded concerned.

Peter could not reply. He was feeling cold, and his teeth were getting numb—an odd sensation, and an odd place to get numb, but there it was.

Loki said something that sounded vaguely like a swear. Peter felt hands on the back of his head again, and all of the sudden that feeling like something was piercing his brain returned, only duller. His hands raised again without his direction, and he clicked his wristbands against each other to activate them.

"How did you do this again," he heard May's voice mutter, and he was suddenly in the workshop, bent over the opening of the vent. He was on the ceiling, looking down at the Scepter. He was shooting web, and spinning the scepter in midair.

Abruptly, he was no longer in the workshop. He was shooting web through the portal Loki made. On the other side was the box, but it seemed to be from the top, for behind it was the table it was set on. Peter's arms were going through the same motions of webbing up the box, careful not to release the lid.

 _He's controlling me,_ Peter realized through the shock.

 **_Let the boy go._** There was a controlled anger in that voice.

"They're all in your head!" Loki exclaimed for some reason.

**_PIetro!_**

The new voice was female, and also sounded familiar, but Peter had no time to process why. Webbing done, Loki made Peter pull the box to him. He then released Peter, who collapsed on the ground again, clutching this lethal box, even webbed, to his chest like a football.

"The Mind Stone has linked all of us, it seems," Loki mused, and they were suddenly in a dark cellar. At the center of the room was a casket that glowed pale blue, just like the Tesseract. Frosty air wafted off it in waves.

"Oh, not ideal," said Loki, and reverted from Aunt May's form to the figure he took when he explored the Parker apartment like nothing in it was sacred at all. "Two things in this vault, and one of them with half a mind, the other one with more of one. Hm."

Peter was still on the floor. He blinked, and tears frosted on his eyelashes, making them stick. He was not sure why he felt so violated. It was not like Loki had made him do anything dramatic, or anything he was particularly unwilling to do. It was just the few moments where his body was not his own, and there was a complete disconnect between his mind and what he was doing—somehow, that got to him.

He was still trembling.

"Still the safest place on such short notice." Loki turned to regard Peter.

Silence fell, broken only by Peter's quivering breaths.

After a moment, Loki moved until he was towering over Peter.

"Set the Aether down by the Casket's side," said the god, "and I will take you home. Not a word of where we went and what we did to anyone. Speak not. Write not. Hint not."

He reached out and grabbed Peter by the hair. Peter hissed in pain. Loki raised a long, slender finger, and wrote something on Peter's forehead. It felt like he was using a knife to carve something into Peter's flesh, but no blood dripped despite the pain, and when he was done, something seemed to knock deep into Peter's brain, then spread throughout his entire body.

A spell.

A  _curse._

"Go on," Loki jerked his head toward the stand.

* * *

"You look pretty awful," Ned remarked the next morning, when Peter plopped down next to him on the seat in the cafeteria while everyone waited for classes to start. "Are you sick or something?"

"I've been better," Peter was able to admit. He wanted to tell Ned right then and there, but something pinning him on the forehead kept his body posture loose and relaxed, just as if he were simply fatigued. His very thoughts kept deviating away from revealing anything. It was almost hard to tell that the curse was what silenced him, and not his own mind.

"Didn't figure you  _could_ get sick," Ned winced. "Ever since you were, you know, I don't think you ever got sick. Guess the weather did get a little 'nippy', as the Brits would say."

"Yeah."

"Did it start yesterday?"

 _Yes._ "Probably."

"What were you doing? Was that Emil Nalsson guy okay in the end?"

 _Not really._ But what Peter said instead was, "Yeah, he went home after dinner. He was a little beaten up, but he said they didn't actually get a lot of money off of him. Like forty dollars, maybe."

"Well, that's more than I have in  _my_ wallet at a time most of the time," Ned winced again, and the line of conversation ended there.

Peter tried to initiate a new one, anything that could get Ned to help, whether it was to run to Tony with any sort of suspicion, or Captain America, or anything, but his head hurt and he had to put it down. Ned, interpreting this as simply due to one of his symptoms, patted him sympathetically on the shoulder and left him be.

After struggling for a while, Peter had to give up. His head hurt too much, and all that effort only managed to drain him.

He had dozed off when MJ joined them.

"What's wrong with him?" she asked.

"Seems to be getting some kind of cold or something."

"Really?" MJ raised her eyebrows, but then reached out with a warm hand to feel Peter's forehead. "No fever," she noted.

"Looks pretty worn out though," Ned supplied.

"Maybe you should go directly home after school," said MJ.

No, Peter did not want to go directly home after school. Loki was there, wearing Aunt May's form, and they were heading out somewhere, he had said. This time, it was to go somewhere Peter had been to before, visit someone Peter knew.

Whatever Loki's plans were, Peter did not want to be part of them.

"Yeah, think I'll do that," he replied instead, that same pressure on his forehead forcing the words from his mouth, almost as if he himself had made the decision to lie. "Have fun at decathlon."

 


	23. Chapter 23

**Notes for the Chapter:**

> Sorry for the wait guys, life and stuff.
> 
> Many thanks to avonya again :)

Peter was not sure what he was expecting when he got home, but it was not Tony Stark sprawled out on the couch with Captain America leaning against the wall next to the window while Loki, still disguised as Peter's aunt, served them…orange juice.

"Hey there short stuff," Tony waved, clad in a wine-colored suit with a deep purple vest underneath and a pale blue tie. How he pulled off these things was beyond Peter, because this was Great Gatsby kind of flamboyance, except when it came to Tony, he would somehow look  _wrong_ without it. "How was school today?"

"Uh, it was, uh, good," Peter stammered, blinking at his idols. "What, uh, what are you two doing here? I mean, not that you're not welcome or anything, but…is something wrong?"

"Well, that depends on what happened last night, doesn't it?" Tony glared at Peter. "Spill it, Underoos. Where did you go last night after leaving the Tower? Spill."

Peter struggled to find words, his tongue physically unable to form the truth. Loki was staring at him steadily. If Peter did not know better, she played the part of concerned Aunt May to perfection. She must have told the men that she had no idea what had happened, and they believed her.

"Well, I came home," Peter began. "I mean, where did you think I went?"

"I don't know," Tony said in a voice that suggested he was getting ticked off. "That's why I'm asking. You obviously came home. Eventually. Where else did you go? Because you went somewhere. We know that. Come on, kid, this teenage secret-keeping thing is as ancient as the dinosaurs. Don't try to pull one over us."

Peter looked over at Loki again, before swallowing and looking at Tony. "I'm not trying to pull one over anyone. I swear."  _At least, I really don't want to._

"Ugh," Tony rested his forehead in his hand.

"Peter's not that kind of boy," Loki said seriously, so much so that for a moment, Peter was confused about whether she was his aunt or not. "He knows better than to keep things from me. Especially after everything that's happened."

"He wouldn't on purpose," said Steve "Tony knows that too."

"What do you wanna do, Steve?" Tony asked without looking up.

"Something happened, for sure," the soldier replied. "The Scarlet Witch may be less trustworthy, but we know Vision is on our side, and specifically, on Peter's side."

 _Vision._ That was one of the voices that had been in Peter's head, when Loki did that…mind-control thing. The Scarlet Witch must have been the other one… _was it Wanda Maximoff?_ It sort of sounded like her…

"Maybe we should get Professor Xavier again," Steve went on.

"No," said Loki. "I don't want him messing with my nephew."

"Mrs. Parker—"

"I'll watch him, now that I know what to look for," Loki stated severely. "Right now, you haven't actually given me any proof that there's anything to check."

"I understand your concerns," Tony remarked with the same severity as Loki, "but Charles has been nothing but helpful so far. If we wait, things might get worse."

"My nephew's not something you can just poke and prod whenever something goes wrong with whatever you are doing on your end," Loki scowled, and Peter wondered how she managed to do exactly what Aunt May would do in this situation, despite having an entirely different reason. He tried to open his mouth to volunteer to be screened; maybe Professor Xavier might be able to help him—but despite his best efforts, the impulse would not follow through.

Loki went on, "He hasn't gone for a week without something messing up his life ever since meeting you lot. Not saying I blame you," she raised her hand, "but as much as I appreciate your concern, I don't want Peter to go through any more of this when there doesn't seem to be anything wrong."

Tony opened his mouth like he wanted to argue, but Steve suddenly spoke up, "Alright. You are his guardian. You'll call us if you notice anything amiss?"

Loki heaved a breath, as if he were reluctant, and Peter could not be sure that his aunt would not have done the same.

"Yes, I will call if I notice anything." She reached out to Peter, who went to her and allowed her to tuck him close.

"…Okay then," said Tony, rising to his feet. "Guess we're all done here."

When the two of them left, Loki rolled her eyes at Peter.

"Oh don't be like that," she said sarcastically, sounding completely unlike Aunt May despite having the same voice. "If Tony Stark is letting this one go, then I'm as dumb as my so-called brother. He's backing off to avoid annoying your aunt into filing a restraining order, but that hardly means he is giving up. Besides, if anything, he'll be keeping an even closer eye on your whereabouts just because I'm not letting him play around with you. Now you are forbidden fruit, and nothing entices a man like that more than something that is prohibited." She leaned against the counter looking into the kitchen. "What to do about those other two…that is more of a problem. I can handle Stark, but I am not as familiar with these two."

Peter abruptly realized that he did  _not_ want Loki dwelling on the two voices that actually sounded like they were concerned for his well-being.

"Were you talking about Thor?" he asked, partially out of curiosity, and partially to distract. "So Thor's not actually your brother?"

"No, he is not," Loki wore an ugly expression.

He might be diving out of the frying pan and into the fire, but Peter took a chance. "Does he know? Thor talked about you. He thinks you're dead. He really misses you."

"Thor knows the truth, but his better attributes never were in his head," the god drawled. "And he misses me only because he thinks I am dead. If he were to learn I still live, well," an unpleasant smile stretched across her face, "sword or hammer, he will slay me on sight."

Something about the play of light, the colors on her face, or just the expression itself, alerted Peter to the fact that Loki was in  _pain_.

"I don't think so," Peter said slowly, wondering if his instincts were correct—this was the being that led the alien invasion, after all, but he pressed on after a short pause. "He couldn't stop talking about you. He's hurting a lot. If he knew you were alive, he'd be so happy—"

All at once, May's form was gone. Peter's back slammed into the wall as ice cold  _pain_ blazed around his throat. The room's temperature dropped as a blue-skinned demon with red eyes and glowing white runes over its face lifted Peter up against the plaster as it strangled him.

"Tell me, Spiderling," it said with Loki's original voice, fog frosting from its mouth and tones calm and deadly, "can a perfect, golden hero be happy to see a monster?  What do you think? He has never seen me in this form, and his kind would cut down mine in an instant if they had their way. Such is what heroes do. But I am not merely a monster, little one. I am such that even other monsters threw me away."

Peter choked, and the demon abruptly dropped him. He collapsed on the floor, wheezing and shaking, tears pooling in his eyes as his neck burst into blisters.

The demon tilted its head.

"What is wrong?" it asked mockingly. "Are you hurt?"

It hurt. Peters body trembled. He tried to pull himself together, but the pain in his throat, even around his jaw, seized every time he inhaled, until he was hyperventilating in shallow breaths and finding it harder and harder to draw in air.

A warm hand closed around his throat, and he  _felt_ the blisters recede. Though his vision remained blurry, he could see that Loki was in his Asgardian form. His features were actually not so different from his demon form; he was just as slender, his eyes just as sharp, but they were green instead of red, and there was something unfathomable lurking in those orbs.

The god withdrew his pale hands and leaned back. He was crouched on one knee in front of Peter. As he withdrew, he turned his legs so that he was sitting rather than kneeling, and watched with a blank expression as Peter's sobs subsided, and the boy wiped at his face.

"You should not provoke those stronger than you," said Loki after a while. "One of these days, you'll get yourself killed. What of your poor aunt?"

Peter stared.

"We have work to do," Loki rose gracefully to his feet, and turned around, leaving Peter to get up on his own.

* * *

To make matters worse, Loki's next plans involved Norman Osborn.

"He's a weak-minded fool," said the god, contemplating the profile image on Peter's laptop. He chose to stay in his Aesir form rather than convert to Aunt May, for some reason.

Peter was not going to complain, though.

"It won't be difficult to get him to cooperate, at least in the short term. In the long term, he's not competent enough to be reliable."

Peter almost stated that Loki sounded a lot like Tony Stark, but after the earlier episode, he just did not have it in him to challenge the god any further.

"What he did to his son somehow seems even crueler than what Laufey did to me," the god continued idly. "At least Laufey simply left me to starve to death."

"Laufey?"

Loki did not look at Peter, but his tones were pointedly casual. "My birth-sire, technically. Not a patron by any means."

"Your birth-dad left you to die?" No wonder Loki had issues. "Why?"

"I'm not sure." Loki did not sound angry at Peter's nosiness, maybe because he heard the genuine dismay in Peter's voice. "I suppose he knew something was wrong with me, despite me being only an infant."

It was not hard to put two and two together.

"So wait," Peter frowned, "you're not—you were adopted. By…Odin? He…he rescued you."

"He didn't  _rescue_ me," Loki spat, and Peter shrank back, breaking out into a cold sweat. Loki heaved a deep breath. There was an apology there, but he did not actually voice it. In calmer tones, he continued, "He saw an opportunity to use me and he took it. It's not the same as with you and your beloved aunt and uncle, little one. Odin was far too devious for such honest intentions."

"But…" Peter remembered Thor's contained grief, "why would…he raise his own son to care about you so much if…if all he wanted was to use you?"

Loki leaned back and regarded Peter for a moment.

"Not everyone is good in the world, little one," he replied quietly. "Least of all me. You have a good heart, and you were well loved. The rest of us don't necessarily share that privilege. Take your friend, Harry Osborn. No better than a corpse, kept alive by your little inventions, and his own sire was the cause. As tempting as it is to keep the veil over your eyes, the sooner you realise the truth, the better off you'll be."

"That…doesn't sound much like what a God of Lies ought to say."

"You'd be surprised how often the best lies are misappropriated truths," Loki's eyes were shadowed. "But enough of that. You know where Norman Osborn is, I presume. His address isn't public, but you've visited his estates before. Fought him there, even, with the Scepter."

"…Yeah."

Loki brought up Google Maps, which zeroed in on the apartment itself. He gestured. "Where is it?"

After pointing it out, Peter asked, "How are you going to convince Osborn to help? He's a psychopath."

"Because he has a deep, crippling love for his late bride, whilst being too stupid to honour her as his love demands." The god leaned back. "Logic isn't one of his strengths, for all that he aspires to advance within its realm. If Harry Osborn were a girl, things might turn out differently, though with such a father, I'm not sure that would be an improvement. As a boy, he had no chance, despite being the one thing his mother left behind for his father. Norman Osborn spent years trying to fill the void while ignoring the one thing that would have done so. Now Harry Osborn lies in a state of undeath, which grants us a unique opportunity to obtain one of the stones."

"…What exactly are we going to make him do?"

"There is one stone whose location I know, but it will not reveal itself without some proper rituals, and Norman Osborn is the perfect puppet to use. If the word along the grapevine is correct, you are also the perfect tool to get him to work with us."

Peter's stomach plummeted.

"What?"

"You are going to pay him a visit tonight," Loki smirked unpleasantly. "You will tell him that you were visited by your dear Uncle Ben, and you need his help to right a wrong. When he asks why he should be interested, you will say that you want to bring Harry Osborn back to life, and you learned, via the Mind Stone, that the way to do so is with another Infinity Gem called the Soul Stone. Potentially, you would be able to bring the dead back to life. He knows of your powers and your ability to harness the power of the Infinity Stones within your web, because he was in your thrall when the Mind Stone staked its claim on you. He will believe you, and he will help you reveal the Soul Stone."

"Why do we need his help to reveal the Soul Stone? And what can he do?"

"The Soul Stone is what allows life to exist in the universe," Loki explained. He lifted his hands and a flickering illusion showed shadows of six great beings, each holding a stone, before focusing on one. "Conscience can exist, and many old items have wills of their own, but they are not truly alive without the power of the soul stone. This is because to be alive, one has to be able to die, and a true death, for our purposes, requires the persistence of that conscience. A soul, as you mortals put it. Kingdoms rise and fall, gods ascend and turn to ash, but souls, whether from gods or mortals, are the only things that are truly everlasting—or at least, so long as the universe exists. The Soul Stone contains the power to direct all souls, living or dead, and therefore it has the power to create—and destroy, life, with merely a will.

"As you may surmise, this is a great power, and for this reason, the stone was hidden in a place that is remote, and few know about. In fact, I would not be surprised if only two people know. I am one of them, but that is because the second individual—one of you humans, in fact—had used the Tesseract, the Space Stone, to transport to the location of the Soul Stone. That journey remained imprinted in the Tesseract, and I followed it there not too long ago. I met that individual, and he told me something interesting: the stone is not there for just anyone to grab, the way other Infinity stones are. No, this one requires a test. It is actually quite clever, but it does have one failing, as many such precautions do. The greatest machinations often fail to account for sheer stupidity, or complete madness. As for this one, it requires the seeker of the Soul Stone give up what is dearest to their heart.

"Norman Osborn is both mad and stupid, so," Loki shrugged one shoulder, "of all beings I have encountered so far, he stands the best chance of provoking it out of its hiding place."

"How?" Peter did not understand. "He's already lost his wife. That's the only person—only thing, he cared about."

"Ah, yes," Loki's eyes were dim, "but he doesn't know she still lives on…in her son. And he has demonstrated the willingness to give him up already. He is both mad enough and foolish enough to kill what he loves most, because he is too mad and stupid to realise that she has been there, all along."

Peter stared. "You're going to make him kill Harry to get the stone."

"Harry Osborn is dead in all but name," the god dismissed with a wave of his hand. "Really, I'm doing that poor little wretch a favour."

"But it shouldn't be your decision!"

"It won't be. His father will be the one making it."

"But his father is crazy!"

"And that makes his decisions less important?" Loki eyed Peter. "You are worthy of deciding who gets to make choices and who doesn't? My, my, Peter Parker. Even when Asgard did business with Midgard, fifteen-year-old youths never had so much hubris. In any case, your approval is hardly necessary.  _You_ only have one decision that matters, and that is whether or not to cooperate with me. Your aunt's in a safe place and a comfortable state. I don't have to continue keeping that hospitality."

Peter did not even have a chance to process what was said before his surroundings changed.

Across a marble kitchen, Norman Osborn looked up from a glass of whiskey.

Peter glanced to the sides. Loki was not there.

"F." Peter stepped back as Norman set his glass down.

* * *

Peter was not sure what he was expecting, but Osborn did not do it. There was, instead, a long silence, where the billionaire terrorist eyed Peter from across the expensive kitchen without saying a word.

It took a moment for Peter to realize that Osborn was probably more stunned by this turn of events than Peter was, considering the man had no context to draw from.

Peter bolted.

He sort of knew the mansion. He had gone through it with Harry and with his father and then once upside down on the ceiling. He managed to spare a hysterical thought that there were no corpses or bloodstains anymore, when a thick arm wrapped around his neck and waist and yanked him back against a stone-hard chest.

Osborn was a full-grown man. Peter Parker was a fifteen-year-old boy. Never mind that Peter had superhuman strength; Osborn did too. Peter pushed and kicked, but the psychopath held firm.

"Well," he whispered in Peter's ear, while Peter's heart pounded furiously in his panic, "someone just dropped you into my lap, did they? Or are spiders capable of teleporting now?"

Peter shoved, but the man held firm. When Osborn tried to pull him back to the kitchen area, though, Peter used his sticking abilities to root them to the spot. He bent forward, ignoring the pressure against his neck, and pulled the man off his feet, before jumping up. Osborn's skull hit the ceiling with a crack, and his grip loosened just enough that Peter's enhanced reflexes were enough to get him out of the way. He remained stuck to the ceiling as the other fell.

Peter crawled, and it took a whole second for him to realize his spider-sense was the only reason his limbs were even moving. He scuttled along the ceiling, over the frame, and out towards the stairs.

He jumped down just as Osborn leaped up to tackle him off. Peter rolled underneath, pulled to his feet, and then dashed in the opposite direction toward the kitchen again. Osborn's footsteps were heavy in contrast to Peter's light gait, but they gained on him because he still did not know the layout of the house that well. Peter ducked an attempt to grab him and then threw a punch which Osborn caught. He dodged an answering punch, maneuvered from a kick, and lashed back with one of his own, but someone grabbed his elbows, locked them together behind him, and Osborn was upon him, pressing him down on the carpet.

Sobbing from terror, Peter bucked and writhed fruitlessly, as Osborn sat his full weight on him, keeping him pinned by the wrists and neck.

"I have thought of nothing but this moment," he heard Osborn remark after taking a few seconds to catch his breath. "This time around, my boy, you won't be leaving this place."

"Wait, wait!" Peter gasped out, remembering Loki's initial instructions. "Let  _go_ of me! You need to hear what I have to say—"

"Oh, you have something to say now, boy?" Osborn hissed in Peter's ear. He suddenly struck Peter's head against the frame surrounding the entrance to the sitting room, so hard that Peter saw stars. Splinters of wood dropped down to his shoulder as blood poured from his scalp.

Dizzy, he barely heard heard the man continue, "You have no idea how disappointed I am in you, Peter Parker. So much potential, all that talent, squandered,  _useless_. I'm going to take my time and enjoy this, oh yes," and he struck Peter's head against the frame again. 

His head swam, and black was blooming in front of his eyes.  _He's going to kill me…_ he realized, before crying out, "Stop, please,  _please!_ I can save Harry!"

The last part was uttered right as Osborn lifted his head back for another strike. Time seemed to freeze, or perhaps it was just them. Peter gasped for breath, gulping back the bile.

"I can save Harry," he wheezed, "but I need your help—"

Osborn suddenly shoved him upright against the wall.

"Talk!" he commanded. "And make it quick, or else I'll finish what I started."


	24. Chapter 24

As Loki predicted, Osborn believed him. What was more, he filled in a lot of the blanks himself.

"You can get to it, with the Space Stone," the man paced back and forth. "All you need to do is know where to go, and the Space Stone will get you there. And you can get to the Space Stone, through the Mind Stone. They're all connected."

Peter twisted fruitlessly at the ropes binding his wrists behind him , before giving up. His head hurt and he felt ill. He really wanted a drink of water.

"And the Soul Stone can…ah yes. Not just those displaced from their bodies, but those still in them too." Osborn paused. "And those out of them. That's what you are really after, hm? Not Harry, no. You don't even like him. Rich kid's son, no business in Midtown. And why would you? He's not smart, not motivated, a lazy delinquent without passion and without drive. But Benjamin Parker—he's the one you really want to save." Osborn whirled and grabbed Peter by the jaw in a tight grip. "You'd do anything for your dear uncle, wouldn't you?  _Wouldn't you?!_ "

Peter tried to turn his head away to no avail. Osborn held on, smirking in satisfaction, before letting go and then patting Peter's cheek in a mockery of fondness.

"You and I are not so different after all, Peter Parker," he murmured. "We both do what it takes for those we love. It was one thing I saw of myself in you."

 _I'm nothing like you,_ Peter thought, but Norman Osborn was crazy, so he held his tongue.

Osborn's cell phone rang, and the man thankfully stepped away to answer it.

"Let me guess: they finally have a date. Who? Franklin Nelson? Never heard of him; where did he come from? Hell's Kitchen? Why is he meddling in this business then? Matthew Murdock—now that's a name I've come across. He's the blind one isn't he? I hear he's the better one anyway. I see. How about a deal?" He made a derisive noise. "Moral lawyers? Give me a break. Money is a better language than anything they come up with, and Harry isn't going to cough up anything even if they do win somehow." He paused for a while as he listened to the other end. "Better to use the tapes," he stated. "Charles Xavier is a telepath; he can't be trusted. Naturally. Well, if they can't be bought, you'll just have to be smarter, won't you? Keep me posted." He lowered the phone, shaking his head. "Ah, lawyers. Can't live with them, can't live without them. Nelson and Murdock…hm."

He raised his phone again and dialed a contact.

"Think it's time," he said without preamble. "Good." He lowered his phone and tucked it in his pocket. He turned to Peter and, without warning, picked the boy up like a Peter weighed nothing.

"While we're waiting on that," Osborn declared, "we're going to work on expanding your web, little spiderling. I know just the thing."

"What are you talking about?"

"You'll see." He hauled Peter over his shoulder, which pressed against Peter's belly and made it difficult to breathe, much less talk. Not caring a wit, Osborn went on, "it's a little something my dear friend Otto was good enough to leave behind; that's unusual, mind you—Otto is quite meticulous about cleanup."

 _Otto?!_ Who on earth was Otto and what did he leave behind?

They went down the stairs, where Osborn flipped Peter down and onto the carpet. The impact winded Peter, and he gasped, trying to get his bearings. Osborn went down to another room, where he rummaged through some drawers. Peter twisted at the ropes and tried to get his pounding head to quiet down.

All too soon, Osborn returned and grabbed Peter by one elbow. He dragged the boy across the room and into the next one, where there was a cot and a bunch of machines pilled in one quarter of the room. He dumped Peter on the cot and wheeled over one of the machines.

"What is that?" Peter stared.

"The most advanced neural integration system you'll ever see, my boy," Osborn sounded distracted as he plugged all the cords in. "If Otto had finished the prototype, it would eliminate all other neuroimaging technology from the market, but he never did complete the only aspect that would allow it to sell: the intervention mechanism."

_Who is Otto?_

"Brilliant man," Osborn went on, and started attaching the probes to Peter's head. "Lousy team player though. If he were better at collaborating, he'd have his own company by now. Any one of his ideas would be patent material, enough to revolutionize entire fields of science, but he could never get past halfway through development stage because inevitably, he needs a cooperative, and that is his Achilles heel."

Tony Stark had said that Norman Osborn was good at finding talent. Peter wondered if this Otto was one example.

"I have tried, for years, to finish what he started," Osborn turned away to retrieve something. "Haven't realized its full potential yet, but this will suffice."

He slammed his hand down on Peter's forehead and pinned the boy's head down. In his other hand, he held some sort of long, thin instrument that grasped a small pellet-like device.

"Didn't go to medical school," Osborn stated wryly, "but I know the basics of anatomy. Think we should get this in one way or another." And without further ado, he shoved the instrument—with the pellet—right into Peter's nose.

* * *

He was waiting with Ned Leeds, a chubby brunet who had been the first kid in the class to say hello to Peter on his first day of school. Most of the students were curious about Peter, but Ned had that easy-going manner about him, so casually welcoming, as if there were nothing more natural than that Peter should sit next to him and join him on the group project. Peter was still feeling overwhelmed; the world was still shifting and nothing seemed quite right, but Ned was an anchor, something to hold onto, and Peter had stayed close by his side for the rest of the day.

Ned did not seem to mind.

But Ned's mom had arrived to pick him up, and Peter searched frantically for his uncle, who had said he was going to pick Peter up from school today. If Uncle Ben were not here already, Peter would be all by himself, because Ned was going to leave.

Except Ned did not rush off to his mom; he just waved and then tugged at Peter's arm. "Come on!" the boy exclaimed. "That's my mom! Let's go to her!"

Go to Ned's mom?

Somehow, Peter found himself in front of her, still standing next to Ned. Ned was talking animatedly about the day.

"…and he just transferred; today's his first day, and he's watched all the Star Wars movies, and he's also a fan of Doctor Who, and we're working on this project in social studies together, we're gonna make a cardboard model of a colonial house!"

"Hi Peter," said Mrs. Leeds, looking amused and not at all surprised by how much of a chatterbox her son was (though of course, she was Ned's mom, after all). She looked a lot like Ned, though her features were obviously more feminine and had long hair. She was also on the chubby side, and looked very soft and…well, motherly.

"Hi Mrs. Leeds," Peter managed to reply.

"Who's picking you up? Are they here yet?" she asked.

"Um…my uncle. Uncle Ben. I…I don't see him."

"I'm sure he'll show up somewhere around here," Mrs. Leeds said easily, then reached down to ruffle Ned's hair. "Settle down, big guy. Let's see if we can find Peter's uncle, yeah?"

"Yeah!" Ned was bouncing on the balls of his feet in excitement. "Can we ask your uncle if you can come over for a playdate?"

"…Um…"

"One thing at a time," said Mrs. Leeds, scanning the crowd. "What does your uncle look like?"

"…Um…he's tall…"

"He's tall, huh," Mrs. Leeds gave him an odd look, like his answer was not really what she was hoping for. "What color hair does he have?"

But then Peter saw Uncle Ben, and relief flooded him with a sudden burst that had him running to his uncle without even a thought for his new friend or his mother.

He was in his uncle's arms in a blink of an eye.

"Hey!" his uncle chuckled. "How was your first day? Doing alright?"

Peter could not speak. He was so relieved that his uncle actually showed up.

 _"Damn,"_ Osborn's voice sifted over the din of parents and their grade-school children.  _"…-ing useless bastard didn't have the decency to finish all the…-ing crucial elements before fu…it all up…bit and…set…where would he have kept it?"_

Everything went dark.

* * *

"What use is a great mind when nothing comes of it?" Osborn raged as Peter came to. The harsh lights seemed to swirl before his eyes, and his head hurt, a searing pain like a hot blade through his skull. Blood poured from Peter's nostrils, making it hard to breathe, and he realized, with a simmering horror that did not quite penetrate the roaring in his ears, that Osborn had pushed something into his brain.

Osborn selected something on the interface of the machine, and Peter  _felt_ his mind getting sucked down—

He was with his aunt and uncle at the Stark Expo. Aunt May had bought him an Iron Man mask and a set of toy hand repulsors that flashed and made sounds when he extended his fingers out. He did not really understand all the exhibits, but he was excited because he understood what this all  _meant._

One day, he was going to be one of the great minds here, Uncle Ben had said. Uncle Ben had always believed Peter was the smartest boy in his generation, and that he will grow up to easily surpass minds like Tony Stark, or Reed Richards, even before his parents died. Peter's dad had always just chuckled and said nothing, but Peter knew his dad always agreed.

And then everything went dark.

Peter heaved, wheezing, as Osborn kicked at the bed in frustration.

"What are you doing?!" Peter gasped. "What are you doing to me?!"

"Shut up!" Osborn growled, but answered his question anyway: "You have the power to cast the net but you can't control when it happens. At most you can do it in the presence of the Mind Stone, but not on your own. You think you can get the Soul Stone by just sitting around? I need to figure out how to switch on that power. This is the way, if only I can get it to work. Damn Otto! The freak couldn't stick to the project for even a day longer?!" He descended into a string of swears.

Despite the pain in his head, Peter was able to come to the abrupt realization. "You're trying to control my mind…"

Osborn did not bother replying this time. He just slammed at something on the interface, and Peter's mind sucked back down—

He was standing in front of his aunt, except it was not his aunt. It felt like there were fingers inside his brain. Loki was…was…

Loki?

He was on the great tree, perched next to the web that tied to the branches. Nine radial strands connected by six circular ones.

 _"Finally,"_ Osborn's voice drifted.  _"Now, what is the process here…A two six omega five T W Pi…"_

Peter's mind heaved up, and he was back with Osborn. He shuddered helplessly, feeling cold. Shocked. His head hurt so badly he felt sick. His mind felt like it had been wrenched in all different directions.

"Yes," said Osborn. "Found the code. Now for the stone."

He pressed something on the screen, and with a yank, Peter's mind pulled down.

* * *

He was on the great tree. The silk altar was right next to him. Loki was on the other side.

"Now you are here properly," said the god.

Peter blinked. He felt sick and nauseated.

"I don't feel so good," he whispered.

"I imagine it takes some getting use to," Loki folded his hands on his lap as he swung his legs. The branch barely shifted under them, but Peter still grasped at it, summoning his adherence just in case. "Mortal minds are not equipped to handle this skill."

"What skill?"

"Astral-projecting." Loki folded his arms. "The Mind Stone melded your mind with the universe's, so to speak. That was how you were able to cast your web over the Tesseract and the Eye of Agamotto, in addition, of course, to the Mind Stone itself. Your mind had to enter this state of being to weave your webs. It's not something you can do naturally, however, even with your enhanced spider-powers, and I don't care to do it for you each time. Especially not for the Soul Stone. No, Osborn shall do the deed for me."

"What?" Peter gasped again, because his head hurt and he did not understand.

A phantom hand grabbed at his face.  _"Why isn't the machine syncing?"_

"Well, because of me. " Loki smirked as he held up the Tesseract with one hand. "But enough dawdling. Now," and he grabbed Peter by the arm with his other hand. He pulled, and they tumbled off the branch.

They fell onto a land covered by smoky skies. In the distance, a red sun glowed on the horizon. The barren ground stretched, so dry that cracks formed on the surface. It rose to a tall peak topped with two solemn towers.

At his full height, Loki towered over Peter like the god that he was, clad in gleaming gold and green. The Tesseract winked out of sight. He gave Peter an eerie smirk.

"And the goblin seeks his queen," Loki intoned, as Peter stared, speechless. "Can you pay the price?"

"What price?" Peter blinked as another wave of fear crested over him.

"Not you, little one," said Loki, and his eyes seemed to look through Peter and past him. "Can you pay the price?"

As if carried on a wind, though there was no draft that Peter could feel, Osborn's voice faintly demanded, _"Who the hell are you?"_  

"I am a granter of wishes," Loki turned and raised his hand. "As it happens, what you seek is up there."

Still with the smirk on his face that made him look demonic, the God of MIschief placed a hand on top of Peter's head.

He was so tall.

"Emily, Emily," Loki went on, "with her pretty eyes and pretty smile. A man would give his very soul if she would grace him for but a moment, no?"

_"How do you know her?"_

"I know, and that is all you need to know. Ah," Loki intoned sharply, when something made Peter draw his fist back. The hand in Peter's hair tightened to grasp the locks. Peter's body writhed in pain. "You don't want to do that. I am not so easy to hurt, and though you hide behind the child, his demise is yours."

 _Osborn is controlling me,_ Peter realized with new horror. He tried to step back but could not. He could only stare up at the towers, helpless tears gathering in his eyes.  _No. No no no I don't want this—please someone help someone anyone Aunt May Loki Vision Tony Tony Tony—_

 _"I want the Mind Stone."_ And even though Loki did not have any trouble hearing him, Peter felt his own mouth form the words. "I want the Mind Stone."

"Can you pay the price?" Loki returned, looking directly into Peter's eyes.

"What price?" Osborn made Peter ask. "A soul for a soul? Take the boy, if that's what you wish."

 _How is Osborn doing this?_ Cold sweat beaded on Peter's face, and his stomach grumbled, ready to heave its contents.

Loki's smirk faded, as did the sadistic glee in his voice. Something like rage flickered in his green eyes. "How do you intend to wield the Soul Stone without him, Green Goblin? Do you really think one such as you can ever acquire the power over all souls? Nay, the child is the only reason you are as close as you are. The Mind Stone is the mind of the cosmos, and it touched his mind and knew him. His name is Spider-Man, and he will always be known as Spider-Man. Honest, kind, and clever. Who better than he, to weave the web that will bind the scattered galaxies together? So it gave him power, as it gives others powers, and he will weave his webs from Yggdrasil to Knowhere, even to Titan. But he is young, and that is to your fortune, Green Goblin, for he does not yet know his true power, and that is what you exploit today.

"Your machine helped you to tap into his power," Loki went on, "and connected his mind to you. That is how you may take the Soul Stone from its shrine on Vormir: through the webs he weaves. If any harm comes to the child, the Soul Stone will never be yours."

His fist was still in Peter's hair, though it was almost holding Peter up rather than restraining him, because Peter was starting to feel faint and sick.

 _"Then what?"_ Osborn demanded, not even bothering to make Peter say it this time.  _"What do you want in exchange?"_

"What are you willing to give?" Loki raised his eyebrows in disdain.

 _"Anything."_ There was a thread of plaintive plea in Osborn's voice, mostly covered by bravado and imperious authority.  _"Anything. My life. My wealth. All that I am. All that I ever will be. Anything."_ Peter's mouth echoed those words.

"All that you will be," Loki's brows went even higher, sounding surprised even though this was all part of his plan. "Interesting."

"No," Peter gritted his teeth and grabbed at Loki's wrist. Speaking without Osborn's permission took great effort, and his head felt like it was about to burst. "Please. No. Don't do this.  _Please._ " He thought of Harry and the beeping ventilator, the ECMO machine churning blood in and out of his body, the fluid bags on the IV stands and how no one else came to see him. He thought of Uncle Ben's warm hugs and Aunt May's kisses when he learned his parents were gone forever, and how frightened he had been that they would leave too. It was the worst thing in the world to be all alone, to have no one, and Harry Osborn was not supposed to go through that because he still had a  _dad_. "Please, L—" and something stopped him from saying the name, that pressure on his forehead that kept him acting normal around his friends and Tony Stark and Steve Rogers like his life had not fallen apart. He choked, and sobbed, "Please don't…don't make me…no…"

 _"Damn machine,"_ he heard Osborn hiss, and something pushed Peter's body to move forward. He pulled with all his might—

"Don't fight it," Loki's voice sounded different now. Peter could not see the god's expression because his vision was blurred with tears. "Don't fight it. Let it be."

"No," Peter choked out. He was still shaking with the effort of getting the word out, and it took him a second to realize that this time, Loki was talking to  _him_ , not Osborn.

The tears flowed down his face. Something else was flowing too, from his nose.

"Stop fighting it." Loki sounded urgent now. "Child, let it—"

"Please—"

Loki suddenly grabbed Peter and pulled him close. "Goblin," he ordered, "if the child dies, all this will be for naught. Cut the power  _now_."

Osborn said something, but Peter's mind was fading again. This time, he felt the chill on his skin slowly penetrate to his bones. Peripherally, he was aware of violence; something crashing, someone grunting. He was on a stretcher and the ceiling was dented in after something hit it. Blood was overflowing his sinuses and dripping down his throat. He swallowed reflexively, but there was so much of it that some tickled at his windpipe.

He coughed. Blood splattered everywhere from his nose.

Someone touched his face. Loki, head bare and eyes worried, looked down at him from above.

"You can't die," he snarled, and placed a hand on Peter's forehead.

Peter closed his eyes to blink, but did not open them.


	25. Chapter 25

**Notes for the Chapter:**

> Happy New Year folks!
> 
> Thanks to avonya again for beta'ing :)

Peter felt the tube in his throat first.

"Sweetheart, shhhh," Aunt May was pressing at his shoulders. "It's okay. It's okay. You're safe. Just relax, you're alright. Peter!"

Peter was still choking when a harried doctor, wearing scrubs underneath his white coat, materialized at his side.

"Peter, Pete, hey," said the man; he had dark hair and olive skin, but that was all Peter could make out through his panic. "Slow, buddy, hey, can you hear me? Look, look at me bud. That's right."

Look at him. Peter managed to focus.

"Hey, that's right," said the man, before another, slightly taller and definitely white, materialized behind him.

"Well," the second man announced, sounding far more emotionally detached than the first, "if we don't extubate now, I don't know when's going to be a better time."

There was a nurse at Peter's side, who did something to make some lump in Peter's windpipe shrink, and then another nurse was sticking something into Peter's mouth that seemed to try to vacuum his pharynx and his tongue. The tube came out, making Peter cough helplessly as it scratched at everything on the way up, while the second nurse continued to shove the suction tube in his mouth.

"Alright," said the white doctor, "let's step him down. Put the order in now, or else they'll take forever to give him a bed."

"Yes sir," said the brown doctor.

"Peter, sweetie," Aunt May was suddenly there again, and Peter looked at her and just  _knew_ that this was his real aunt, with those UV freckles and all. He reached for her, but something snagged painfully in his elbow and hand. Beside him, a monitor started beeping quickly to the beat of his racing heart.

"It's okay," his aunt came to him then, bending down to hug him so that he would not have to sit up to reach her. "It's alright. You're safe. Oh baby, I'm so sorry. It's alright, don't be scared, okay?"

And then another voice cut in.

"Hey there, Strange," Tony remarked cheerfully. "Where are you off to in such a hurry?"

"The OR to do my job. What do you want, Stark? Your kid's awake and extubated. We're stepping him down. Any details, you can ask his aunt once they're done smothering each other."

"Jesus Christ," Tony exclaimed, sounding ticked off now even underneath the false cheer. "You bump into me as I walk in, you don't even say sorry, and you have the nerve to be annoyed at  _me_ when I call you out on it? And didn't your mother teach you to use honorifics when addressing others?"

"You didn't use mine," Dr. Strange pointed out.

"Because you smashed into me like a meathead, Mr. Brain Surgeon. Don't they teach you logic in med school?"

"I am sorry for bumping into you. Good day."

"Jackass," Tony grumbled ostensibly after Dr. Strange passed him. "Why didn't  _he_ go with the others to that fancy conference? You, resident! Updates?"

"Well," the brown doctor sounded much less friendly than he did with Peter, though he was not as rude as Dr. Strange. "as you can see, Mr. Stark, Peter's extubated. We're going to do a swallow test, make sure he can protect his airway…"

Peter clung to his aunt. "L-Loki?" Even his voice was trembling, and his whole body quivered like a leaf. "Os-born?"

"It's okay, Peter," Aunt May whispered. "We'll explain everything."

"You okay?" Peter whispered back. The whistle of air hurt his throat, but he needed to ask—needed to know.

His aunt's arms tightened. "Oh baby. Yes, I'm okay."

"Your attending's a jackass," Tony declared to the resident, "and that's saying something, coming from me, because I'm usually the jackass in these scenarios."

* * *

Tony did not come alone; he came with Steve and Hawkeye and Thor, the latter of whom was dressed in a Mr. Rogers-like sweater in what was probably an attempt to make him look less godly, but only served to exaggerate just how superhumanly buff he was. Peter could not even summon the will or desire to geek out over Thor again; he just looked at the god despondently and wished wretchedly that his uncle were here.

"Loki's locked up," Tony stated in a voice that was full of cheer again, as if sounding at ease would make the situation less grim, somehow. "Hopefully he actually stays there this time, but he did save your life. Not that you should actually be grateful since he's the reason you were dying in the first place."

"Tony," Hawkeye cut the billionaire off before taking Peter by the hand, and began, more tactfully, "Peter, first of all, it's going to be alright. Loki and Osborn are both contained. They can't hurt you, or anyone else."

"They were going to kill Harry," Peter whispered, and tears welled in his eyes at the very thought. "They were going to make me kill Harry."

Aunt May turned and wiped at his eyes with a tissue. "Oh sweetie."

"You were fighting," Thor spoke, his voice deep and resonating, but subdued. "Osborn placed an implant in your brain—rather crudely. The effort of fighting its influence was killing you. Fortunately, my brother decided that whatever nefarious scheme he had planned was not worth your life. He incapacitated Osborn and kept you alive until we arrived."

Vision and Wanda Maximoff had both been alerted that something was happening, but Loki had blocked both of them from determining the exact cause. Nevertheless, they were the reason Tony and Steve came by the apartment.

Meanwhile, Aunt May had apparently been delivered fast asleep to Asgard in a locked casket a la Snow White, where Thor and the other Aesir spent a couple of days puzzling over her until she woke up on her own; presumably when Loki lifted the spell, or when the spell wore off while Loki was distracted. She was the one to inform Thor of what had transpired, after which he immediately contacted the Avengers.

May did not know Loki's plans involving Norman Osborn, but oddly enough, Loki left behind a clue on May's computer. He had been searching for Norman Osborn's home address. Since that was not what May had been looking up at any point recently, they deduced that Peter might be at the manor.

They actually found Loki with Peter in the basement, with Osborn knocked out. Peter was already in critical condition, and Loki had been keeping him alive with magic. The Trickster God had surrendered without argument, something that had Tony very nervous. Thor seemed to believe that Loki was genuinely concerned for Peter, however, as he had been very direct about the implant Osborn had placed in Peter's head. If it was not removed, he had warned, Peter will die.

Dr. Stephen Strange did the operation to remove the implant. He was apparently an excellent neurosurgeon, in spite of his poor bedside manner. He actually specialized in spinal surgery, and was at the top of his field, having invented a procedure alongside another surgeon named Christine Palmer. Removing brain implants through the nose would not have been within his turf, but by some strange coincidence, all of the rest of the neurosurgical faculty were away for some neurosurgery conference in DC. Strange normally would not have taken call, but he decided not to go for whatever reason, and so the duty fell to him. As no one knew what the implant was doing to Peter while he was unconscious, the decision was made to take him to the operating room immediately. From all appearances, it seemed Dr. Strange accomplished the task successfully enough.

"Are you okay?" Steve asked Peter.

By then, as if the reminder that Osborn had put something in his head was some trigger, Peter's head had started to hurt. He had no idea what to say.

* * *

Three hours later, Peter was moved from the neuro intensive care unit to the general floors. By that time, it was four in the afternoon. Thor and Hawkeye had to leave, but Tony and Steve stayed with Aunt May. Shortly after he was all settled, MJ and Ned showed up.

Peter did not know what they said. He only knew that he did not answer, because his head was killing him and he felt far too brittle to maintain any kind of cheer. MJ and Ned hugged him, and stayed for a while, talking to his aunt and to Tony and Steve. Shortly after they arrived, Kitty, Bobby, Rogue, John, and Ben the fire-haired newly-minted teenager, were escorted by the Maximoff twins and Mr. Wagner. Peter did not say anything to them either, though he returned the hug Kitty gave him, and squeezed back when Pietro held his hand. They all stayed for about an hour, which was long, considering Peter was not participating in conversation.

He mainly clung to his aunt. She never left his side except to go to the bathroom. Tony took her spot every time she did leave, making wisecracks that did not penetrate until she came back.

His head hurt.

Tony and Steve stayed for a long time, until general visiting hours were over and they had to leave. Then it was just Peter and May.

"Don't leave," Peter begged, worried that she would have to go home.

"Not a chance," May promised, kissing him fervently on the forehead.

"I'm really scared," he whispered. He wished Tony and Steve could have stayed too. If the two of them were attacked, Peter would not be able to protect Aunt May, but Iron Man and Captain America could.

He felt shocky, like his body was no longer his. For a time, it really had not been.

"I know, honey," his aunt whispered back. "But it's going to be okay. I'm here. We're safe."

Peter did not feel safe.

* * *

He did not sleep that night, because his head hurt too much and there was too much activity around him . From the moans and groans of the other inpatients, to the random beeping of the machines, to the phlebotomists and nurses moving around drawing labs and checking vitals, there was no way he could have fallen asleep even at the best of times. Aunt May fared no better; as long as Peter was awake and fussing, she was there beside him, trying to soothe and calm him. He felt bad for troubling her, but it was all he could do to not cry and keep crying, whether from the terrible headache that no amount of morphine seemed to treat, or the sheer panic that something had been  _stuffed inside his head_ and he had been pulled around by Osborn and Loki like some marionette.

By some miracle, they both made it through the night.

Perhaps due to his enhanced healing, Peter was ready to be discharged the next morning. Dr. Strange, clad in scrubs with a surgical cap and a mask around his neck, did a brief exam that was so quick that Peter was fairly certain he did not actually find out anything. He stepped back to tell Peter's aunt, in much more polite tones than he had used with Tony, that Peter was to follow up at the outpatient clinic in two weeks, or sooner if needed.

"Any questions?" the doctor asked, already sliding away.

"Will I—" Peter blurted out, halting the man in his tracks. When the doctor looked back with his steely gray eyes, Peter burst into tears.

He fully expected the man to just walk out when Peter could not collect himself enough to speak, but though the doctor looked harassed, he did come back, sitting down on the side of the bed even as Peter sobbed like a baby.

"Easy, breathe," the man said in controlled tones, and his eyes warmed with genuine sympathy.

"S-Sorry—"

"That's alright."

He settled, as if deciding it was worthwhile to wait this one to the end. He even rested a hand on Peter's shoulder, which gave Peter the strength to ask what he had been dreading ever since he woke.

"What happened to me?! What's going to happen—the—the implant—did it—is it still…? Will I…?"

Dr. Strange grabbed a Kleenex, and was surprisingly comforting in how he dabbed Peter's cheeks dry.

"First of all, Peter," the man said in a deep, soothing tone, "you are going to be okay. I want you to know that, okay?"

Peter nodded miserably, sniffling a little; he had to be careful because his sinuses hurt if he sniffled too hard.

"I want you to know that you're going to be okay."

He nodded again.

"The implant did not damage any brain tissue," Dr. Strange began gently. "He broke through bone and he broke through the meninges that covered the brain, but I checked very thoroughly, Peter. The implant did not damage your brain itself. There was no abrasion or contusion—no scratch or bruise; I would have seen them if there were. As for any lingering sequelae—after effects, I suppose only time will tell for sure, as this is new technology that has never undergone human trials—but Stark had examined the tech and it does not appear to have been designed to leave any lingering impressions after its removal. You remember everything—perhaps more than you wish, but you are oriented, you've had no memory loss, so I don't expect your mind to have been altered permanently in any way."

Peter looked up. "So," he managed shakily, "I'm…I'm not gonna be dumber now? Or—or…"

"That is not my expectation," Dr. Strange said gently, "though from accounts, even if you were 'dumber', you'll probably still be leagues ahead of everyone else."

"S-So I'm—I'm s-still me?"

"I would think so. Though I know you probably don't feel that way."

Peter bowed his head.

"That is normal," Dr. Strange went on. "What you went through…that is a horrible experience, for anyone, let alone a boy like you. It's normal to feel frightened after something like that. That is not from a brain injury. But, I want you to focus on these things, Peter: you survived, and you are not alone. You will recover and heal from this. Do you understand?"

Peter nodded.

"'Atta boy," Dr. Strange patted Peter on the shoulder, and then got up. As if some switch had been flipped, his manner reverted back to being brusque. "Mrs. Parker, the discharge paperwork will have my contact information if you need anything."

"Thank you. Oh, Doctor!"

"Yes?" Dr. Strange sounded and looked harassed again; apparently his patience was reserved only for Peter when he cried.

"His headaches—I was wondering…if…"

"…He did just have an implant shoved up into his brain," the doctor stated in a measured tone, "and then underwent head  _surgery_. Headaches are expected. With his enhanced healing, they should go away soon enough. I'll write a script for Tylenol three and you can use those if regular Tylenol doesn't work."

"…But the morphine wasn't even working—"

"With his enhanced healing, stronger pain medications will be overkill by the time the discharge paperwork is ready. Besides, with his enhanced metabolism, all narcotics would do is get him hooked."

Aunt May worried her lip, troubled.

"If it doesn't work," Dr. Strange sighed, "call me. We'll go from there."

"…Alright," Aunt May stated reluctantly. "Thank you, Doctor."

He nodded at her. "You raised a brave nephew. He's a fighter. I'm sure he'll be fine."

"Thank you," said May.

"See you in two weeks."

With that, Dr. Strange left.

 "Come here," May leaned over to loop an arm around Peter. "Oh my dear boy, I'm so proud of you." She kissed him on the temple. "You're going to be just fine."

* * *

Peter was not fine.

Tony and Happy were there to pick them up from the hospital, along with Colonel ("Call me Rhodey, for crying out loud") Rhodes, but there was a disagreement about where to drop them off. Aunt May wanted to go home. Tony and Rhodey wanted to go to the tower.

"You can teach Vision how to be a semi-normal human," Tony said to Peter, and then looked at May. "Seriously. I actually did give this some thought, though I didn't want to just uproot the two of you. SHIELD finally released Vision to me and he's the one that located Peter in the first place. Mind Stone connection, or something; he was the one that told us your mind went out there somewhere. That's why Cap and I visited you—we didn't realize that Loki was impersonating your aunt, but we knew something was up thanks to both Vision and Wanda Maximoff. He's not all that great at the whole 'being human' thing, and can use a little tutoring. You'd be perfect for the job. And he's super powerful, as you probably know. He also cares a lot about you. He can protect you until I get the AI up and working."

Something about this must have seemed inappropriate to May, because Tony ultimately had to withdraw with her to hash out the logistics. Rhodey sat with Peter while the teen cupped his forehead and wished the Tylenol 3 would work better. He was weeping partially from the splitting pain in his skull, and he felt tired and ill and it was hard to imagine he had ever felt well and whole and safe. Rhodey rubbed his back while Peter tried his best not to hurl.

"He's like, green," Rhodey called out. "What does it take for you people to give someone a little medicine?"

This brought Aunt May, who held Peter while Tony continue to argue for their stay at his tower. A flustered nurse paged Dr. Strange's resident, who did not even have the decency to come check on Peter and just ordered some IV Zofran.

"Look, whether you like it or not, he's attracted the attention of the big guns," Tony said while the nurse gave Peter the injection. "And they're not going to stay away just because he's only a kid. If Loki knows about him, it's probably a safe bet that others do too. He hasn't told us anything yet, and Vision only saw so much because of Loki's interference. Until we find out more information, it's better to have more allies than less, and right now Cap's gonna stay at the tower if I ask him to, Nat's staying, I'm obviously going to be there, so is Bruce, and Thor will hang out as well now that Loki's behind bars. Any one of us can kick some serious butt, but Thor—he's stronger than Loki, by all accounts. There will be someone around both of you who can defend you from basically anything, or at least get you somewhere safe if there's danger. I keep it well furbished too, so it's not like you'll be uncomfortable; there are clean bathrooms and stuff. Look, he's not gonna go to school like this, and you're not gonna go to work with him like this. You might as well come over and we'll sort of smooth things over. It's not a big deal."

Aunt May rubbed Peter's head. "He should heal at home," she murmured.

"I'm not saying this is permanent." Tony folded his arms. "In fact, we're sort of counting on this  _not_ being permanent. I don't mind having you two move in for good, but I agree, that's not healthy either. I don't anticipate the tower being the safest place for him. We're a big target. We each have enemies and all of us are in one place. But I think, right now, it's safer than having you two here without knowing what's going on and what we're up against."

"My head hurts," Peter whimpered.

"Is it hurting or are you just nervous?" Aunt May wondered.

"Come on," Tony urged, "just until we figure out what we're dealing with and how to address it."

She sighed. "Alright. I think it's best for Peter."

"Excellent. I'll let Pepper know. It's gonna be great."

Peter's headache eased a little bit by the time everything was ready, and the Zofran improved his nausea. They removed the IVs and he managed to change out of the hospital gown into his street clothes. He had not realized that a good four days had passed before he saw the state of his body; he had somehow shriveled down to mere skin and bone, and it was so hard for him to stand up and walk that he had to be wheeled out of the hospital.

"Well," Tony remarked blithely as he pushed the wheelchair, "with your nutrition requirements, it's kind of not surprising that a few days of zero eating would wreak havoc. That's a few weeks of not eating for anyone else. Plus, you did go through brain surgery. I already took the liberty of ordering twenty pizza pies for you. You're eating all of those at some point."

"You mean the fancy ones?"

"'Course. What did you think I'd order,  _Domino's?_ " Tony made a disgusted sound as what seemed like seventy Hassidic Jews went herding down the hall past them. One of them turned around at the noise he made. Tony went on, "Granted, Thor's developed a fascination with them too. Need to sic the Hulk on Jane Foster for introducing him to that, because he honestly seems like a public health hazard around those."

"Like you wouldn't have introduced him to  _pizza_ yourself," Rhodey pointed out.

"I would have stuck with the shawarma," said Tony.

Peter found himself chuckling. There was something reassuring about getting to stay with Iron Man for a while, away from Queens, and with Tony and Rhodey bickering and Aunt May beside him, something in him eased, just a little. But he still held Aunt May's hand tightly when they got into the limousine, and most of the conversation was Tony and Rhodey bantering.

Then, when they got out of the car, they had to figure out how to get Peter up the tower, since they had to leave the hospital's wheelchair behind. At first, Tony supported Peter's feeble attempts to walk on his own, but the man quickly grew impatient with the endeavor.

"This—okay this is sort of working but not really. Look, kid, can I just carry you? It would be loads easier, really, if I just carry you. I can fly you up in the suit. You wanna go flying?"

No, Peter did not want to go flying. He broke out into a cold sweat at the mere thought.

"Okay, no flying then," Tony seemed slightly disappointed, but not entirely surprised.

Peter did allow the man to carry him, and Tony was thankfully not weird about it.

But as soon as they got up to the guest floor, the elevator doors opened to reveal Director Fury and Agent Hill.

"Oh f—" Tony groaned, while Rhodey strode on ahead.

"Guys," said the colonel, "we  _just_ came back from the hospital. What are you, paparazzi?"

"Even if he does have photographic memory," Director Fury argued without preamble, "it's better to get it over with quick—and he doesn't, because photographic memory's not a thing, so we want all the info out of him before he has a chance to forget. Any more than he already did, anyway."

"You're not eating any of his pizza," Tony declared.

* * *

Peter thought his appetite would be poor, given the earlier bout of nausea, but the smell of the gourmet ingredients seemed to wake his stomach, and he now wondered if part of the nausea had been a misinterpretation of hunger pangs. Director Fury and Agent Hill were, thankfully, rather efficient about getting the story out of Peter while he was eating. They questioned Aunt May halfway through because of her interactions with Loki as Emil Nalsson. Tony and Rhodey sat at the table on each side, their presence resembling that of bodyguards, and were quick to usher SHIELD away once it was evident that Peter and May did not have more to offer.

Thor joined the Parkers later, when Peter was eating his way through the second pie.

"If you steal his pizza," Tony warned, "I'm shoving your hammer up where the sun don't shine."

Thor seemed to have no idea what to say to this, probably because he had no idea what Tony meant. "I have no intention of stealing the boy's pizza," he finally stated.

Peter offered Thor a slice or five while Tony's back was turned.

"How are you faring?" Thor asked after turning him down.

Peter shrugged. He still did not feel like himself, but he was alive, and he knew when he should be grateful for things.

The great god sighed. "What happened to you was my failing. Mine, and Asgard's."

Peter did not reply immediately. Aunt May seemed to have nothing to say to this. When the silence dragged on for a while, Thor cleared his throat awkwardly.

"If there is anything I can do, do let me know. I assure you, you are under my protection. I, as well as all the Aesir, will do whatever is needed to keep you safe."

"Why is Loki doing this?" Peter asked.

He had not meant to voice the question, but with Thor in front of him, larger than life, he just seemed like the one to ask. Who else would know?

Thor looked uncomfortable.

"None of us have ever been able to comprehend the workings of his mind," he said quietly.

"He said you're not blood-brothers."

Aunt May looked at Peter.

"No," said Thor. "My father told me, much later, that he was found in the final days of the war with Jötunheim. He was but an infant, found abandoned at a temple. Father thought he was left as a sacrifice because he was so small. He was brought back to Asgard and raised in our home. Neither he nor I had any inkling of his true parentage until merely a few mortal years ago."

"Why is he like this?" Peter asked. "If it were me, I'd be grateful that someone took me in."

Aunt May reached out and smoothed a hand over Peter's hair.

"You are a good soul, little one," Thor replied. "And, one can argue, those who raised you are better than those who raised him."

Peter ducked his head as tears suddenly welled out of his eyes. He wiped with the back of his hand where it was not greased with pizza.

"He hurt me and my aunt," he looked up at Thor despite his vision still being blurry. "I don't want him near us again. That's all. I don't need anything else from you; I just want you to keep him away from us."

Thor looked pained. A long silence dragged. After a while, Peter reached for one of the pizza slices he had originally offered Thor.

"For what it's worth," said the god, "I think he is truly sorry. I don't think he realized how much he  _would_ hurt you, with what he did."

"Doesn't matter," said Aunt May.

"No," Thor agreed, "but sometimes, it helps to know. He was never sorry for hurting me."

Peter looked up. "He hurt you too?"

"He made me believe he was dead," Thor's expression became shuttered. "He stood right in front of me, let me bare my heart to him, and still lied. He keeps lying still, because I do not matter to him. But he cares about you."

Peter could sense his aunt's hackles rise.

"He is a manipulator," she stated. "He manipulated my child. He is known for manipulating even you. And he will manipulate Peter to the grave if he has to."

"I don't think so," said Thor.

"Your motives are not so honest either," May leaned forward. "You want to redeem your brother, and you think my nephew can help you."

It was Peter's turn to look at his aunt. Tony and Rhodey, who were at the counter, watched the scene with grim faces.

"I would never ask that," Thor frowned.

"But you want it all the same," May's whole body language became subtly hostile. "And you hope to steer him toward it. You are a god who has lived for centuries, and we are like mayflies to you."

"I swore an oath—"

"What do I know about the oaths you swear?" May interrupted, and Peter gaped; he could not believe his aunt was going head to head against  _Thor_. "I've seen many men and women swear in the name of God with their fingers crossed behind their backs. I might not have been alive for hundreds, let alone thousands of years, but I wasn't born yesterday. I didn't raise Peter to be your tool to use, or your shield. Because of your brother, I nearly lost my child. I don't care how sorry you think Loki is. I don't even care if he really is sorry. I don't care about his tragic backstory, or how misunderstood he might have been. If you Asgardians have any sense of justice, you will do what it takes to guarantee that he never crosses our paths again. It really shouldn't be too hard for you lot; Peter's fifteen and has at most ninety or so years to live. That's a blink of an eye for you."

Peter expected Thor to be offended or chastised (with Aunt May showing her fangs, it really could go either way, even with a god like Thor), but instead the Asgardian looked…thoughtful.

"I am not requesting you to forgive him," he said in a measured tone. "I merely offer what aid I can. I hope you will accept, as I think I can be helpful."

Aunt May leaned back. "Seems all we can do," she said flatly, "whether we want to or not."

"Are you sure you don't want a slice?" Peter pushed, feeling stressed out by what was happening.

Thor suddenly smiled. "Nay," he rose from the table. "You need to grow big and strong. Eat."

And with that, he left with a casual gesture of farewell toward Tony and Rhodey.


	26. Chapter 26

**Notes for the Chapter:**

> Double Deal!
> 
> Thanks to avonya again for beta'ing :)

Steve, Dr. Banner, and Natasha joined the Parkers in the sitting room about an hour later. Peter's headache had completely vanished, and he felt strong enough to walk a little, though he still needed Aunt May's support.

"This is definitely one of the down sides of being super-powered," Steve noted.

"What  _is_ happening with Norman Osborn, anyway?" Dr. Banner asked Tony.

"He's got some pretty big sharks," Tony remarked. "Like, really big sharks. He must have some blackmail material on them or something, because I can't believe those lawyers want to stick with him even after a stunt like this."

Peter's stomach dropped. "Wait…how many people know???"

"SHIELD. Us. Your friends. The X-girls, mainly because a bunch of them are psychic and Wanda Maximoff had a telepathic bond to you, which you tap into whenever someone messes with your head. Norman's lawyers. That's about it."

"Wanda Maximoff has a telepathic bond with him?" Aunt May looked at Tony in alarm.

"She and Vision. Speaking of," Tony gestured at someone behind the couch, and Peter twisted around to see…well, Vision, standing uncertainly at the entrance to the corridor.

Vision had a very Mr. Rogers sweater on.

"Hello," said the…whatever he was. "Pardon my interruption."

"You're not interrupting. Come and join us. You're one reason we were on the lookout for trouble."

"Hello, Peter," said Vision, coming over as Tony requested.

Aunt May seemed to be on high-alert. "You have a telepathic bond with my nephew?"

"Well the more accurate way to say it is that Peter has a telepathic bond with him," Dr. Banner stated with a nervous laugh. When no one else joined in, he cleared his throat and went quiet.

After an awkward silence, Steve was the one who began explaining.

"The Mind Stone grants…powers." He looked at everyone as if for reassurance, before continuing, "It seems to grant permanent powers to those who use it, with the exception of Nat, who might have held it too briefly for it to take effect. Loki was the first wielder, that we know of. After that, it fell off the radar for a while before turning up…in Sokovia, and that was when we brought it here. In between those two times, it was in the presence of the Maximoff twins. As far as we understand, that was how they acquired their powers too. Pietro Maximoff can move very quickly, while Wanda Maximoff has the ability to create energy blasts and waves, as well as telekinesis and telepathy, including manipulating minds. Actually, both of their powers have to do with minds: her brother can go very fast because his mind can go hundreds of times faster than a normal human being. However, he didn't seem to have the telepathy Wanda does, so between the two of them, only Wanda has a telepathic bond with the Mind Stone.

"Thor learned from Loki that Loki also developed a telepathic bond with the Mind Stone, and he has access to some of its innate powers. Since the Mind Stone is basically the universe's consciousness, Loki is peripherally aware of everything anyone in the Universe knows. He is also able to sense what is happening around the Mind Stone at all times. When the Mind Stone targeted Peter, it wasn't just exerting the area of effect it normally would: it  _chose_ him, because it recognized Peter as a figure called Spider-Man. When it chose him, it bonded with him.

"There is a being called Thanos, or the Mad Titan, who has a plot that can destroy the foundations of the universe. He intends to do this by collecting all the stones, which would give him power over these fundamentals. The Mind Stone, being our collective consciousness, chose Peter to be the one to safeguard these stones from him. Because Wanda Maximoff and Loki both bonded with the stone, they were both aware of the new bond being formed. This persisted even after the stone was removed from the Scepter. So, as far as we know, all three of them: Peter, Wanda, and Loki, are bonded with Vision…and somewhat to each other."

"…" Aunt May swallowed. "…Is there a way to break the bond?" She looked at Vision then, with his uncanny appearance clad in that oddly comfy-looking sweater. "Can you break the bond?"

Vision frowned and did not answer.

"You're telling me that lunatic god has a mental connection to my nephew."

"…Loki's connection seems to have its limits," said Natasha. "He does not have a direct link with Peter, from the sounds of it. He was aware of Peter's existence in a very shallow sense, but he had no idea who Peter was and what he could do. He told Thor that the first time he was made aware was prior to Ultron, and that was only because of the Tesseract, which is the Space Stone. Apparently, the Mind Stone gave Peter the ability to astral-project into a different frequency of being, which allowed him to cast a 'web' over the two other stones in this galaxy: the Space Stone and the Time Stone. Loki felt the Space Stone being claimed, but he had no idea who it was until Peter projected to him again, this time in the same frequency, very very briefly. We're not sure when this happened, but that was the first time Loki saw Peter's face and learned his identity.

"At this time, Loki had been posing as Odin, his father," Dr. Banner paused. "Or adopted-father. Thor thinks this is why when you saw him in your visions, you saw two figures: the one-eyed king, and the younger man. He abandoned the disguise shortly after and came to Earth to investigate you. He stalked you for a little bit as some bird or other; you probably never even noticed him. After figuring out your situation, he then shapeshifted into a human and named himself Emil Nalsson to get close to you, Mrs. Parker."

"He's the reason my grocery bags tore," Aunt May realized.

"Loki outsmarts gods," Tony replied. "I think we got lucky the other time because it shouldn't be too hard to outsmart humans, Particularly unwitting ones who have no reason to be worried about attention."

"But he couldn't influence Peter without touching him," Steve interjected, "and he certainly can't seem to read Peter's mind. He is only aware of things, the way both Vision and Wanda knew Peter was in danger, but couldn't identify how or why."

Aunt May dropped her head into her hands. "What does this mean, the Mind Stone  _chose_ Peter? And can't you—aren't  _you_ the Mind Stone?" she asked Vision.

"…The…bond was forged before I came to be," Vision explained, looking uncomfortable. "I can try…but I confess I do not know exactly how it was done. I fear I will do more harm in the attempt."

A long silence followed again.

"Does it go both ways?" Peter asked. "Like, can I sense what happens to you too? And to Wanda?"

"I would expect so," said Vision.

"Peter—" May began.

"No but I mean," Peter protested, "just because it's there doesn't mean…I mean we can figure out how to work with it."

The group considered this.

Steve's phone beeped a text alert. The soldier flinched, before taking it out.

"Sorry," he cast a look of apology at everyone, "gotta go."

"Do you need me?" Natasha asked.

"I got this."

"What's going on?" Tony frowned.

"Personal business." Steve walked out.

Tony followed him out anyway, looking like he was aware of what this personal business was and that it very much involved himself.

After a moment, Dr. Banner inhaled. "So, uh…anyone wanna play…cards?"

* * *

Peter fell asleep while all the adults continued to chat. Norman Osborn kept trying to encroach on his dreams, but every time the shadow of the man wafted over, he would feel his aunt shift where he was pressed against her, and hear the murmur or low chuckle of Rhodey or Thor. When he woke up, he felt sort of rested, but somehow more tired, like his body had been working hard while he was asleep.

At this point, Tony and Rhodey were the only ones with his aunt, and they were snacking on what smelled like trail mix, while the the television was turned on to what sounded like the Big Bang Theory.

"Let's face it," Rhodey was saying, "if there was anywhere that would treat a fifteen-year-old anywhere close to being an equal, it would be at MIT."

"Well yeah," said Tony, "but even there, most people looked at me like I was a freak. I mean, it was fine. Girls wouldn't even look at me twice, but in general, we did some fun things together. I still keep in contact with some of my classmates. Worked us like dogs though; remember Physics four?"

"Oh, that was murder. What was the guy's name?"

"Scandalf? Scandwarf? I don't remember? Not all teachers at MIT should be teaching, let's put it that way. The only reason Rhodey and I didn't fail was because we quit going to class and just read the textbooks. Best three hours per week I ever saved."

"Got sleep too, oh man," Rhodey made a sound at the back of his throat that was halfway between a sigh and a groan. "We didn't sleep at MIT."

"No one slept at MIT."

"Man, MIT made everything else look easy," Rhodey remarked fondly. "I remember when you took over the business and it was such a piece of cake. Everyone was all worried about whether you can maintain what Howard built, and you were like 'This? I can do this in my sleep'. Remember how Obadiah was initially going all 'Look, your dad and I were like brothers, so I consider you family; you need my help with anything in the company, I'm your man' and you were like 'Yeah yeah, go home, old man'."

Tony twisted his lip. "Obi's a pretty good example of Howard's—hey there, short stuff," because he noticed Peter was blinking at him. The man suddenly laughed. "Oh God, that's adorable. He's like a newborn puppy."

"Nguh?"

Tony was dying. "That's a Kodak moment right there. Isn't that a Kodak moment? If that's not a Kodak moment, I'm the Queen of England. Oh God, he probably doesn't even know what a Kodak moment is." This set him off on another episode, until he was practically toppled over the seat and crying.

Confused, Peter looked at his aunt for help. May simply smoothed a hand over his hair with a subtle smile.

Well, it seemed like the adults were no longer angry. For now.

"You're such a  _donkey,_ Tones," Rhodey remarked.

Tony ignored him. "Aww," he cooed to Peter, "you want food, Underoos? You, like, need a steakhouse, or something. You lost a  _ton_ of weight, kid."

He took out his cell before Peter could come up with a reply, and then strode away from the area to order their food without asking for any input from Peter or his aunt.

"Why does he call me Underoos?" Peter asked.

This set Rhodey off this time. "I'm letting Tony explain that one to you. Not gonna get into that one."

Even Aunt May cracked a smile. "A little before your time, perhaps." She grew serious. "How are you feeling? You were sleeping pretty deeply there."

"I feel better," Peter blinked a little drowsily and curled his legs under him. "Are you okay?"

"I'm fine," his aunt exhaled heavily and looked away.

"What's wrong?"

"Nothing. Nothing for you to worry about, anyway." She reached out to smooth Peter's hair again. She was ginger about it. "My poor baby," she murmured.

Peter suddenly felt very small and vulnerable, and he had a feeling Aunt May said it because he  _looked_ small and vulnerable. He cuddled in for a hug, which she gave without hesitation. They were still in each other's arms when Rhodey got himself together.

"Tones, hurry up and feed Bambi here!" Rhodey called out, because the man was nothing if not a troll. "Tomorrow he's gotta learn how to walk!"

* * *

Peter was still so decompensated that even after dinner, he had trouble getting to his room. He started to worry that Dr. Strange was too hasty in his assessment. After all, the doctor did want Peter out of his hair. What if he only said it to get him out of the hospital?

"It's okay," said Aunt May, sensing his distress. "This will all get better."

Tony, who was carrying Peter again, started playing around with the idea of building Peter a wheelchair from the scraps in his workshop, before adding the obligatory updates and turning it into a hoverchair. Faster than Peter would have predicted, the topic turned to Professor Xavier's chair.

"…the problem is the wheels," he remarked to Rhodey. "They're good for everything as long as you got a smooth, flat surface. Just think of that big brain, trapped inside that bald head, trapped in a chair that gets stuck every time there's a curb with no incline. Take Iron Man tech and put it on a chair and _boom._ Hoverchair. Once Peter's done using it, I can sell it to Xavier for like fifty grand."

"You know," Rhodey began, "you can make a market for this sort of thing. Lots of people deal with the same issue."

"Yeah but it's so  _boring,_ " Tony grumbled. "Besides, there's always that caveat of them Parkinson's folks having lousy reaction times, and any accident that happens would be my fault even if it's just that these people are too arthritic to deserve a joystick. Nah, I don't wanna touch that."

"Chicken," Rhodey called him out.

"Am not!"

"Chicken! And who said it was boring? Can you imagine all the Yoda's that can float around on a Stark hoverchair? Tell me that wouldn't be the funniest thing ever."

"More like a total disaster," Tony insisted. "Just think of the litigations; Pepper would roast me alive."

Peter actually thought that a hoverchair for the elderly and disabled would be a great contribution to society (though of course, simply slapping the Iron Man propulsors without any modification would be problematic) and while lawsuits were a problem, he had a hard time imagining something like that stopping Tony Stark.

"You're afraid of lawyers too?" Peter exclaimed, just to nudge Tony a bit.

No dice. "'Course I am. Only an idiot isn't afraid of lawyers."

"Really?" Peter tried again.

"Trust me, Underoos; medicolegal is  _not_ the can of worms I wanna open. I leave that sort of thing to— _ahem_ —other geniuses who think they know better."

Peter was pretty sure Tony was lying, but they had arrived at the guest quarters Peter had used last time.

"To be frank," Tony went on to Rhodey, "I'm not sure I want Professor X to have access to a hoverchair once Peter's done using it. The guy's enough of a menace when his brain is trapped in a chair with wheels; just imagine the sort of havoc a mutant like that can raise if he were able to also  _fly around_ —"

"What else would you do with a hoverchair once Peter's done using it?" Rhodey asked while the two men left the room.

"Take it apart, use the scraps for something else…kid could use a hoverboard. He'd be like Marty McFly, except  _my_ hoverboard would totally fly over water."

"You don't think there would be litigations for that?"

"I'll design only one. Well, maybe a few. Only enhanced reflexes…"

Aunt May was ignoring the banter altogether, tucking Peter in as the men's voices drifted further away.

Peter looked around. The room was too big. He felt tired and helpless, and the thought of spending the night here, in this unfamiliar room, with others out of reach and no way of getting to them because he could not even walk, terrified him. He gripped at his aunt's wrist.

"Can you…can you stay?" he looked at her.

"I'll stay until you fall asleep," she replied.

He really wanted her to stay all night, the way she did at the hospital, but this was as far as was reasonable, he supposed. "Okay."

* * *

He dreamed that Harry's face had crumpled in and blood was dripping from the cracks in the bone, from his eyes and nose and mouth and the splits over his cheek and forehead. He was choking on it and convulsed weakly, helplessly. Peter reached for him, but pulled short because his fists were covered with that same blood. Then Osborn was pressing Peter's head down, his huge palm over Peter's nose and mouth, as the other hand held a device with an implant, and there was that maniacal grin on his face as he loomed overhead. Peter screamed and thrashed, but Osborn was too strong, and Harry was next to him, dying, while Loki whispered,  _"What else are you good for?"_

He screamed and came awake in a rush. His body felt numb, and for a moment it felt like he was not quite in control of it. Feeling came back slowly, and he opened his eyes after a moment to note that the time was two in the morning. All was still and quiet.

There was a sick pressure in his chest. He suddenly felt like the shadows were pressing down on him. They seemed to move as he stared, up along the walls and across the ceiling.

 _Just a dream,_ Peter thought, and curled up under the blankets into a tight ball.  _Just a dream._

Was this going to be a nightly thing though?

There were footsteps suddenly, followed by a gentle knock on the door, before it swung open slowly.

"Peter?" Vision murmured. "It's me."

Peter put two-and-two together: Vision must have been roused because he had that mental connection with Peter because of the Mind Stone. Then he checked off that his brain must still be working right, because he could still reason logically.

"Hey Vision," he called out, feeling reassured by the presence of someone to break the still silence.

"May I come in?"

"Uh…sure."

Vision should have been spooky-looking in the dark, but Peter was not at all bothered by his otherworldly appearance. The android sat at the corner of the bed on top of the covers, the gem in his forehead glimmering, possibly even glowing faintly, though it was hard to tell because it was so dim.

"You had a nightmare," Vision noted.

"…Yeah…" Peter peered at him. "You saw?"

"Yes."

"Hngh." Peter scooted back against the pillows. "Sorry."

"Why?" Vision tilted his head. "It was not your fault."

"Yeah but…you didn't need to see that."

Vision did not reply. He only looked at Peter with those oddly human eyes.

"Do you sleep?" Peter asked.

"In a manner of speaking," Vision replied. "This body requires maintenance functions that can only operate when my consciousness is not completely active."

 _Huh._ "That makes sense."

"You are frightened. Do you feel that this might happen again?"

Peter curled into himself a little more. "I don't know."

A long silence ensued, before Vision asked, "I can…block the dreams. If you like."

Peter stared. "That's really something you can do?"

"Yes."

That sounded really appealing, but…"I don't know. Would that…would that mess up the other…parts of my brain?"

"I do not expect it to." Vision seemed thoughtful. "Generally, however, most people seem to advocate talking about what bothers them. Perhaps this is because no one has the ability to remove nightmares, but compared to many methods that are used to simulate forgetfulness, it does seem that talking about one's feelings is the best cure, if not necessarily the quickest."

Peter's mouth fell open. In hindsight, it really fit Vision's overall personality, he decided, because Vision had that clueless wisdom of someone who says the right things despite not knowing what he is talking about.

"I don't even know where to begin, honestly," Peter sighed. "It's just…it's a lot. But let's…let's not do the nightmare-blocking thing tonight, okay? I…I have a feeling that's not really a great idea. No offense."

"None taken," Vision said earnestly. "Do you feel you can go back to sleep?"

Oddly enough, simply knowing that someone would know he was in trouble, even if Peter did not call out or run to the halls to look for them, had Peter feeling a lot more at ease.

"Yeah," he allowed his body to relax. "Thanks, Vision. You…you'll be there if I need you, right?"

"Always, Peter," Vision promised.

 


End file.
